Page 01


Every one in a while, you have one of those kinds of experiences that simply stay with you in memory forever. This is one of mine.

Every year for as long as I could remember we would travel down to visit with my Cousins Brenda and her older sister Marsha. Don't get me wrong, I really enjoyed visiting with them, but I was a senior in High School and rather than travel off to visit my cousins over spring break, I wanted desperately to stay home instead. Brenda and I were the same age, but Marsha was two years older and had been attending College at a nearby University though still living at home.

As I had a girlfriend of course, the last thing I wanted to do then was travel with my mother and my Uncle, since he was coming up to get us. I said and did everything I could think of to get out of the trip, but it was totally useless. Resigned to it then, the only thing that would make the trip easier to stand was when I learned Brenda would be coming up with my Uncle to share the ride back with me. At least I'd have someone to visit with during the long fourteen-hour drive.

Admittedly, I hadn't seen either of my cousins for a couple of years. And it was one of the arguments made for going this time. We'd missed visiting with them the year before as my Uncle had been out of town on business during the time we would normally have gone to see them. So as it was, I was a little curious to see how my two cousins had been doing. We'd been very close ever since we were kids, and that closeness still remained over the course of the years.

They arrived late in the afternoon, and as it was going to be a quick turnaround trip for all of us, there was very little time to do anything but have a quick dinner and chat for a while and then head to bed early as my Uncle was planning on leaving at O'dark-thirty.

The first thing I noticed was how much Brenda had truly changed over the course of two and a half years basically. I had remembered her as being fairly "chubby" most of her life, thick glasses and mousy brown hair. The Woman that greeted me at our door was as different as night and day. For one, Brenda had colored her hair, and was now a blonde. Secondly, she'd changed over to wearing contacts, which made a hell of a difference in her looks right there. But the biggest, and I mean biggest difference was the fact that she had shed several pounds, and hadn't lost her bust line in the process. Brenda had always had fairly large breasts to begin with, as did her sister Marsha. But the fact that she wasn't the same old chubby cousin I once knew made a remarkable difference in her appearance as well as her self-esteem and her attitude.

"Well cousin. How've you been?" She said giving me a perfunctory kiss, a hug and a huge bright white smile.

"Wow Brenda, you've sure changed since the last time I saw you!" I mean I said the obvious, true. But we'd always been open with one another since we were kids, and to state anything different now when I was obviously thinking it wouldn't have been me, or us for that matter.

"So....you do like the new me then huh?"

"Yea. You look great!" I said having been caught looking at her breasts momentarily.

Once when we were a lot younger in years, Brenda had blackened both of my eyes once for teasing her about her then "budding" boobies by having swung a garden hose at me, and hitting me across the face.

"No "tit" jokes this time huh? She said.

And I caught the meaning as well as the memory. "Nope, not this time kiddo." And I meant it too.

My Uncle had driven up in a truck and camper. So at least Brenda and I would have some time to sit and visit on the drive without having to sit and listen to my mother and her father. Suddenly the trip wasn't looking all that bad, and we had some serious catching up to do anyway.

As we had a fairly small home, my mother of course took their bedroom, (Dad was away on business), and I gave up my room so that Brenda would have a bed to sleep in, taking a sleeping bag and a pad for myself in the front-room on the floor. My Uncle took what was called the Guest Room downstairs in a mostly unfinished basement except for that one spare bedroom. At ten o'clock then, everyone turned in as we were getting up so early. But ten was way too early for me under any circumstances. I lay on the floor in the dark for nearly an hour trying to get to sleep, but wasn't having much luck doing it. A few minutes later I heard someone approaching in the darkness from the back bedrooms and immediately knew that it had to be Brenda. Obviously she was having the same difficulty sleeping that I was. Though I was only wearing my shorts, I wasn't too worried about Brenda's coming in to see me. After all as I mentioned, we'd seen each other in various states of undress over the years anyway. Though probably not down to bra's, panties, and boxer shorts as I was now wearing perhaps.

I flipped the sleeping bag over myself, still sitting half in and half out of the bag when she came into the room and plopped down on the mat beside me. Brenda was wearing a yellow "baby-doll" nightgown, but with the darkness and her being my cousin, there wasn't anything real weird about seeing her like this. Only that she'd "obviously" changed since I had last seen her, and hadn't expected to see her wearing something quite as "sexy" as the nightgown was. But I put that thought behind me quickly however, reminding myself she was my cousin, and though we were close, her being seen wearing it in front of me was no big deal to her either.

"Couldn't sleep." She whispered to me as she sat down. "You?"

"Nope. Me neither." I replied. "Besides, we can sleep most of the way back to your place. Riding out back in the camper will have some advantages I guess."

I had to admit, with Brenda sitting cross-legged so close to me, it was still easy to make out the fact that her breasts were pressing against the material of that fairly sheer yellow nightgown. And I was a little surprised that even after two years she still felt comfortable around me to wear it without so much as a worry or concern I might be "thinking" about her obvious assets just sitting beneath it.

"It will give us a chance to talk about 'stuff' too." Brenda added then, continuing on with our conversation.

"Stuff?" I picked up. Curious a little then as to what 'stuff' she might be referring too.

I could tell she was hedging on starting any conversation about whatever was bothering her. Obviously she'd intended on talking about it with me during the ride instead. But I pressed her anyway.

"Come on Brenda, now you've got my curiosity all fired up. What stuff?"

"Don't know if this is the best time to talk with you about it. But I know once Dad's asleep that an earthquake wouldn't wake him."

I laughed at that. "Yea, mom's that way too."

Maybe that eased her mind somewhat, especially since we'd certainly hear anyone coming along time before they ever made it as far as the living room.

"Remember two years ago, you told me how you and that girl you were seeing were starting to get pretty serious?"

She was talking about Tracy* and though we'd discussed it back then, I was a little embarrassed to tell her we'd not made a whole lot of progress in our relationship until this year. And even then, nothing to write home about basically. Tracy and I still hadn't even gotten off first base with one another yet.

"Well what I wanted to tell you, believe it or not, was that I was a little bit jealous when you told me that. I know I shouldn't feel that way. After all I am your cousin. But you know how I was back then, certainly didn't look anything like I do now for sure."

"No kidding Brenda!" And I thought she was going to hit me again then, but she gave me a friendly, cousinly shove instead.

"I'm trying to be serious here David!" And I could tell by the inflection of the tone in her voice that she really was trying to be serious too.

"Ok. Ok. Why don't you tell me what's bothering you then?"

Brenda paused once again taking a deep breath. I could see she was having difficulty trying to come up with the words to whatever it was she was trying to say, so I patiently waited without bugging her about it again.

"Whew!" She said finally. "This is hard. But OK, here it is. I'm sure that by now, you've probably been with a girl."

It wasn't a question exactly, so I didn't answer her either. But I also didn't have the heart to tell her that I was still a virgin, I mean guys didn't admit to it if they were, but certainly loved to brag if they weren't. So I was caught somewhere between the two with her. I was actually more worried that she was about to tell me that she wasn't anymore, and wasn't sure I wanted to hear the details either. Now I was starting to feel a little jealous, and somewhat excited, as I knew we were about to travel down one of those sexual discussion roads. And though I had certainly enjoyed them in the past, talking with both Brenda and Marsha, I wasn't sure I was quite prepared to do so now all things considered.

"The reason I'm asking, is... I've never been with a boy, ever." She waited, letting this one sink in. I started to respond but she cut me off, so I let her continue, still wondering where all of this was going.

"I've started seeing a guy, and though nothings happened in any way shape or form between us, I know that he is experienced, I know his ex-girlfriend, and I know they had 'sex' with each other." Brenda had been talking fairly softly anyway, but the word 'sex' was spoken so softly I almost missed it.

"I'm really worried that he's going to end up dumping me, especially if I don't 'put-out' and I have no intention of doing that anyway. I'm still a 'virgin'. And once again Brenda spoke that word in the same low toned softness, that had I not been leaning even closer to her now than I had been, I'd have missed that one too.

"But what we've talked about, is maybe doing other 'stuff". And so, there was that word again. The other 'stuff' she had been referring to was the question she was eventually going to arrive at and ask me about.

"I'm not sure exactly what 'stuff" you think it is I can help you with." I finally managed to say. And I pulled the top of the sleeping bag up over me more than it had been. I was getting uncomfortably excited sitting here talking to Brenda about all this. And trying to hide a growing erection was soon going to be causing me some real problems.

"David. You and I have always been able to talk about anything right?"

"Yea........" I said, elongating the word to both answer as well as ask the question that was coming next.

"And we have been pretty close. Probably a lot closer than most cousins usually are too."

"And........" Once again, answered, asking.

Brenda one again drew in a deep breath, and paused before continuing. And I was sitting on pins and needles now wondering what the hell she was finally getting at. And excited and anxious to find out what it really was.

"OK. Here it is. I've never even seen a boy's penis before. Not for real anyway. Sure, I've seen 'stuff" in magazines, I've even seen one of those 'porno-books' but seeing that, and seeing a real one are two different things.

So the big secret was finally out. But the revelation of this was still beyond me, and I wasn't sure what it was that I could say or do......

"What I was wondering was, would you let me see yours?" Well, you could have knocked me over with a feather. That was about the last thing I ever expected to hear from my cousin Brenda.

"Your serious? You've never seen a man's cock before?" I was going to say something along the lines of "Your serious, you expect me to show you mine?" But I knew before I even responded, that saying it that way would more than likely end our discussion right then and there. And as excited, as this was all starting to get, that's the last thing I wanted to have happen. And then I used the terms, "mans" and "cock" to put a slightly more naughty emphasis on this increasingly interesting discussion as well.

I know she was blushing. I could still see enough of a color change in her face even in the dark to realize that she was.

"You don't think I'm weird for asking you that?" She finished saying.

"Weird? No. Flattered actually. I'm glad you feel comfortable enough to ask me, and if you really are serious, I don't have any problem with it if you don't."

So. It had taken awhile, but we'd finally gotten there. But now that we were there, the next obstacle was showing her. I was already erect, and was that the way she expected to see it? Or not.

"Ah, before I do show you. I think you need to know that all this talk about sex has me hard already, so if you expected to see it otherwise, it's going to be awhile." I tried to say this sort of tongue in cheek to put her at ease. But to my surprise, she seemed delighted in fact.

"You already have a hard on?"

Even I hardly ever used that term. We called them "boners" usually. Or "stiffies", but hard -on's were such a strange term to be hearing someone using, especially Brenda. So that now I felt like the one who was the less experienced of the two of us. And I simply nodded my head yes that I did.

What happened next happened so fast and so unexpectedly that I didn't know how to react, and in fact didn't. I figured it would be a simple matter of flipping the sleeping bag cover from off the top of me. As I was wearing boxers, I could already feel and tell that my cock had already long ago slipped through the constantly available opening.

It was Brenda however that suddenly reached down and pulled the cover off her self. But she didn't exactly stop there either. My cock obviously was sticking straight up and out of my shorts, and she did sit there for a moment looking at it, then at me, smiling. I figured the show was about over then, but like a snake to a snake charmer, she continued to sit there staring at "it" at me, until I was starting to feel a little embarrassed by the whole situation that had developed here. When she reached out and actually took me in her hand, I was caught totally unawares and unprepared for it. But not to the point of reacting to her, but in not reacting at all. Once again I seemed frozen in place, in time really. As everything around me seemed to suddenly go blank. All I could see was my cousin Brenda, sitting cross-legged in a see-through yellow nightgown, holding onto my cock, and I was basically paralyzed.

It was when she began to stroke it however that I suddenly seemed to come back down to reality.

"Brenda?"

She stopped stroking it. And I thought silently to myself. "Stupid ass!"

She looked at me then with a concerned and questioning expression. "Oh David. I'm sorry, I guess I just sort of went, I don't know, went....."

"Brenda, shhhhhhh!" I said. Her voice defiantly having risen to one in which made me fearful even, that we might actually wake my mother at least. "It's Ok, touch me if you want to. I don't mind. Really."

Thankfully, she'd never let go of me. If she had, she might not have touched me after that. But as it was, she continued to fondle my prick, actually exploring it with her mind as much as she was exploring me with her hands. And then she started asking me questions. And that did get a little weird, but extremely exciting as well.

"I'm so surprised at how hard it actually feels. Yet so soft feeling too."

I could only lie there now, watching her play with me. Perhaps too dumbfounded to believe that here we were, lying on the floor in my parents front room with my cousin Brenda jacking me off. Though I'm sure that wasn't her initial intention at the time.

"Can I see and play with your balls too?"

If I thought I'd been surprised before, I was even more so now with this very frank and very innocently honest request. And besides, who was I to say "No" under these conditions?

I reached down then, and simply pulled my boxers the rest of the way off so that she could see the entire 'package' together. I even bent one leg at the knee to help her accommodate that. And then she leaned over to lie down on her side to look at me. When she did this, she brought her own still pussy clad panties just mere inches away from my face. And then an idea hit me. But hell, I was starting to think with my cock now anyway, and since she was laying here playing with me, I figured "What the hell!" I knew I was taking a gigantic risk here. There was no telling how she was about to respond, but at least I'd never know unless I tried it. So I reached out and slid my finger up the impression of her pussy slit on the outside of her panties.

Brenda moaned.

I shivered.

Nervous, scared, frightened in case anyone should walk in and catch us doing this, all rolled up into one.

"You cold?"

"No."

I could have told her I was nervous, scared, frightened. And that would have ended everything too, possibly. But what I said only intensified everything.

"Excited!"

"You won't think anything less of me for this?" She asked me then.

"Shit!" I thought. Now I was worried.

Was she going to feel guilty afterwards, thinking about what we'd done that we still hadn't yet really been doing?

"Brenda. We are cousins yes. But we've always been close. Probably closer than most, maybe not quite as close as some." I tried making that a half joking statement to ease the tension, and it seemed to work.

"But as close as we are, probably even more so now, especially after this, I assure you, I won't think anything less of you, or us. If anything, I will even feel closer to you than I do now."

Maybe it was more of the way I said it, that what I said. But it seemed to answer her question. And she answered my unspoken one by suddenly standing up and removing her nightgown all together.

"Holy Shit!" I exclaimed when she stood there entirely naked towering over me.

"Shhhhh!" Was now her turn to caution me to be quiet. "We 'really' need to be careful now." She said. Like I wasn't well aware of that. But immediately toned my own voice down too.

"Oh Brenda! You really do have gorgeous breasts!" And I remember saying that to her as though it were yesterday.

She came over then and began to sit down on me. For a split second, I half wondered if she was going to slip my cock inside her or something. But of course I couldn't even begin to imagine that, but like everything else, wouldn't have stopped her from doing so either. Of course, she didn't and we didn't. But she did position herself so that my cock was resting right up against her cunt when she did. And once again she began playing with it while we talked.

"So you really do like the way my boobs look?"

"Oh yes, they really are beautiful!" I stammered out.

"As pretty as your girlfriends?"

She had me there on that one. And I wasn't about to say I had no idea. So I lied, but I guess it could be considered one of those little white lies as I truly had no idea if they were or if they weren't.

"Every bit as much, if not more so."

Brenda seemed to like that. I could tell by the sudden increased pressure and stimulation of my cock, which she was still busily toying with. I reached up then and cupped both of her breasts. They were after all within easy reach. As I began to massage them and caress them, I saw Brenda close her eyes and begin to experience what I later learned as the first time any boy had ever touched her bare breasts. She had let one other boy "feel her up" before, and he hadn't even been her current boyfriend either. But I didn't learn about this fact until we were in the camper and on the way back to where she and my Uncle lived.

"Will you come for me too?"

I guess I should have been prepared for that one. After everything else that was happening so far, it seemed like a reasonable expectation of what was more than likely going to happen sooner or later. But as had also been the case, I was still caught off guard.

"Sure. If you want me to, I will. Will you?" I sort of shot back at her. And finally, I surprised her with one.

But once again she stopped playing with me. And once again I thought to myself that I had inadvertently gone to far with my own request.

"I'm not sure I can." She said.

"Because of me? Because of this? Because of what we're doing you mean?

"No. No. It's just that I haven't ever done that. You know....come."

"You've never had a climax? Ever?"

"I don't think so, no."

I knew that if she'd had one, she'd have known it. "What do you mean you don't think so. Do you masturbate?"

She was blushing again, that was easy enough to see as she sat astride my legs. Our eyes having gotten used to the darkness long ago allowed both of us to see more clearly now.

"Sort of. Sometimes. But I just feel sort of good, but nothing much beyond that. I 'know' that other women have orgasms, I've certainly read about it, but I don't think I ever have had one no."

I pushed for details. After all, here we were talking so frankly and openly about everything. "When you play with yourself, how do you do it?" I asked her bluntly.

Thankfully she kept stroking my cock, but as she talked, either her nervousness or excitement picked up the tempo. And I was starting to have trouble concentrating on my end when she began increasing the strokes on my cock.

"Sometimes I put a pillow between my legs, under the covers in my bed at night, and squeeze them back and forth against it. Sometimes I sort of 'hump' the pillow, as I press my hand against it."

"That's it? That's all you ever do? Don't you just touch your clit with your finger?"

And that time I had gone too far. Brenda got flustered, and stopped playing with me, letting go of me entirely.

"Oh David. I'm sorry. We probably shouldn't have gotten started doing this in the first place!" And then suddenly she stood up, grabbed her discarded nightgown and headed back towards my bedroom, leaving me sitting there with a "very-close" very painful erection.

"Shit!" I said, pounding the padded mattress with my hand. I waited, hoping she'd return but she never did. And had to content myself then with pounding something else afterwards.

About three in the morning, my mother woke me up to inform me it was time to get up and get dressed. We piled into my uncles truck after that, and I took the upper bunk, which was the one, suspended above the passenger compartment. Brenda took the ready made bed below me, but which was also off to one side so I couldn't see anything but her leg sticking out of one of the covers. As it was still early, we didn't speak. I'm not sure she was ready too anyway, and we went back to sleep while my Uncle drove, and my mother stayed up front with him keeping him company.

A few hours later, we stopped at a rest stop so my Uncle could get some more coffee and a bite to eat in order to stay alert and remain awake for the long drive ahead. Brenda declined to go inside, opting to stay outside and 'locked-in' while we all went in to have something. It was afterwards when I once again got back inside the camper that she finally spoke to me.

"Did you "finish"? Last night?"

And I knew what she was referring to. I had forgotten that she had wanted to see me do that too. And I had really wanted to at the time, more than anything.

"Yes." I admitted. "After you left, I waited, hoping you'd come back so that I could. But when you didn't........"

"I'm really sorry. I guess I was just embarrassed. I've never told anyone that I've either masturbated, or that I've never come before either. I guess I just felt really stupid in a way, and that maybe you'd think I was being childish, or too naive to even want to continue talking about it with me."

"I'm sorry too Brenda. I didn't mean anything by it. I was just surprised that you hadn't 'touched yourself' in that way I guess. I thought every girl did, if she does masturbate that is. I mean, its not like I'm all 'that' experienced either you know?"

That really seemed to settle everything down between us once again. And suddenly Brenda was back to being the same curiously excited and inquisitive person she'd been the night before.

"You know, we'll know if they're going to stop anyplace before they do. And there's no way they can hear us back here or know what we're doing unless we get too loud or start jumping up and down or something......"

She left that last comment just sort of hang there in the air, questioning if I was ready to sort of pick up where we'd left off.

"Upper bunk?" I questioned. But Brenda was already way ahead of me, scrambling up into it even before I'd gotten out the question.

There was a window up there, but it had blinds and we closed them. Brenda lay closest to it so she could look outside and check in case the truck slowed down for any reason.. But as we were on the freeway by then, we'd immediately know it if my Uncle began to slow down or stop. As the window in my Uncles truck wasn't one of those that opened back into the camper, there was really no way to communicate back and forth either without actually stopping and getting out of the truck to do so. So we felt relatively safe. Even so, we both agreed that we'd need to be careful and that "I" would need to be ready to jump down and get into the other bed if necessary. Brenda could remain in the top bunk without causing any questions to be asked, and could easily slip back into her shorts only and tank top that she often wore to sleep in. As I slept shirtless myself, all I'd have to do was ensure I was at least wearing my Levi's and preferably a shirt as well if we did stop, or begin too. So with these precautions understood, I climbed into the bunk along side her, and we almost picked up from where we'd left off the night before. But this time, I intended to show her what it was I had been trying to tell her about.

We had pulled down the top cover for a couple of reasons. One, it would make it easier to get out of the bed without getting all tangled up in the covers in the event of an emergency. Two, Brenda could then easily slip into her clothes and if necessary, throw the cover back over the top of her self in a hurry. But three, and I liked her thinking on this one. We'd be able to see one another. And, it was daytime, and we were about to see each other nude for the first time in total light unlike the still visible, but still cloaking darkness of the evening before.

Seeing her in the daylight was even more exciting of course. I had certainly gotten a pretty good view of her overall 'figure', but certainly not in the same way as I was seeing it now. And she was experiencing the same thing as well with me. Her breasts had the lightest pink nipples I'd ever seen. It was hard to tell where her nipples began and where they merged into the rest of the flesh of her breasts. I'd seen several women's boobs in magazines of course, and even one or two here and there through either accidental exposures, or once spying on a friend's sister. But I had never in all this time seen any as light pink, or as erotic as these. Her nipples were fairly small too, but as I remembered when I'd been playing with them the previous night, they easily became erect and rather elongated though thinner than what I had actually expected. Never the less, I was once again excited beyond reason to be caressing them and playing with them once again. As I was doing this, Brenda of course reached down and immediately started playing with me as well. I wasn't quite as hard as I had been when she'd touched me the first time, but she found this experience quite rewarding as well, actually stroking me and getting me back to the point she had had me the night before.

"Sometime..." She began in very low soft tones, which would be how we would converse in this fashion for the remainder of the trip. ".....I want to see you totally soft, and then watch you get hard from the very beginning."

I laughed. "I'm not sure I can do that one either!"

"Why not?"

"Because the moment I even think about something like that, or that you want to do that, I won't be totally soft anymore. Maybe not fully hard like I am now...but definitely not totally soft either."

And Brenda had to laugh at that one. And she blushed again too. And this time I really could see the flush in her face. "I guess I'll just have to sneak up on you in the bathroom or something then, when you least expect it."

"I can just see you trying to do that with everyone there all the time."

"Who say's we won't have anytime alone? You never know. I guess we'll just have to wait and see."

We settled into a very long extended form of foreplay then. But I wanted to do that, as I had several reasons for prolonging it. I could tell by Brenda's breathing when it began to change that she was really starting to get excited. And it was then that I decided to do to her, what she had said she had never done to her self before.

"Trust me?" I asked her quietly. There was a curious questioning look in her eyes as I looked at her, asking that. But she only smiled slightly and nodded her head yes. I spun around on the bed then so that we could both continuing exploring the way we really wanted to, which was in and of itself an incredible situation and sensation to enjoy while driving down the highway. I spread her pussy lips apart with one hand, and slowly began to tease her pussy slit with a finger on my other one. This of course also more fully exposed her clitoris, and I occasionally brushed against it with my finger, which had her moaning softly within the space of a few short minutes.

"Is this the way you feel good when you're using the pillow?"

"Ah huh." Her response almost a breath rather than any kind of real reply.

"But better too. It feels........a lot.......better."

That's what I had been hoping for at least. And I could tell as I played with her slit, and with her clit, lightly encircling it with my finger, and flicking it back and forth against it that she was getting more and more aroused the longer I continued doing it.

"Is it feeling any better now?"

And again another long moaning response. "Oh yessssssss, yesssssss very..... very much so!"

She had stopped stroking my cock several moments ago, but I took this as a good sign as well. Though she still held it in her hand, and occasionally clasped it or moved her hand on me, I could tell that she was obviously losing more and more of her ability to concentrate the longer we went.

"Tell me if you start to feel anything different than what your feeling now."

"Like what?"

"You'll know. Just tell me if you do."

Her pussy was glistening with lubrication by this time, and it was getting easier and easier to slip my finger without ever attempting to penetrate her, up and down the inside of her slit. Her clitoris I bathed with her own juices until she was suddenly shuddering and somewhat humping my hand uncontrollably and without any realization that she was even doing so.

"I'm starting to feel something...."

I couldn't help grinning. "Yes...that's it!" I urged her. "Keep concentrating on that feeling. Let it build until you can't stand it anymore..and then just let it go!"

Her breathing was really ragged now, but she was indirectly signaling to me in another way as well. The grip on my cock was becoming almost painful, and I swore if she continued, I'd have to do something about it soon or I'd be in too much pain to continue what it was that I was doing.

I don't know why I suddenly did what I did then. But it certainly seemed to be the thing to do at the time. And I was glad I did it afterwards. As was Brenda.

She began moaning even longer now, and then suddenly with little sharp quick intakes of breath like she was running a fast sprint, I leaned over even further and licked her clit with the tip of my tongue. She seemed to freeze, holding her breath. I flicked it with my tongue faster; she nearly ripped my cock from my balls in the process. But she came then. And boy did she come when she did.

Brenda rolled into me forcing both my hands and my face away from her as she did. She sucked face with the pillow then, and I could hear a near muffled scream into the pillow when she did. She was convulsing and clenching her own hands, which she'd trapped between her legs after she had forced me away from her. Still groaning with an incredibly deep throated but thankfully muffled orgasmic scream, she clenched herself with one hand, and stuffed parts of the other, along with a portion of the pillow into her mouth. I could only lay there beside her and watch, waiting for her to come back from where ever it was she had finally discovered. And even after she quit trying to eat the pillow, it was a long, long time before she moved, rolling once again over onto her back and was able to look at me.

And Brenda was crying.

We spent some time discussing what had happened after that. Especially what it was, and why I did what I did that finally broke through whatever barrier had been sitting there all this time. She was anxious to ask me all kinds of questions about that too. And I answered each one as best I could, but given the fact that I was "winging" a few things myself, I could only tell her that most of it was done on simple instinct more than anything else.

And then I realized something else then, and laughed as the thought suddenly hit me.

"You said you wanted to see me go from soft to hard? Well now's your chance too!" With the somewhat calmer less heated passion and discussion, not to mention the slightly painful way my cock had been handled right there at the end, it had shriveled up considerably. As I was still naked, and with my cock sitting mere inches away from her face as we lay toe to toe talking about everything, Brenda's delight in discovering my very limp, though already stiffening member something of great personal interest indeed. She once again gripped my cock, and sort of wagged it back and forth, the 'softness' allowing it to sort of flip back and forth somewhat lopsidedly for a few moments, then gradually stiffening so that she was unable to accomplish this same exacting move with her hand. When it was once again fully erect, which had taken very little time to achieve; Brenda once again went back to stroking it and playing with it. And this time, she saw the pearl drop of lubrication, which she'd milked out with her hand.

"Is this cum?" She asked.

"Not quite, but it's called pre-cum." She rubbed her fingers in it, and then rubbed them together.

"It feels a little like oil, or lotion maybe."

"Hmmmm it feels good to me." I teased back moaning.

"But if you really want to see the white stuff, your going to have to do a lot more than what your doing now."

Brenda sat up then, and began playing with my cock in a much more enjoyable up and down manner. But what really made it hot for me was she seemed to enjoy asking me questions about what she was doing, and what it was I was feeling when she was doing it. In a way, it was as though she was using me to study for a test coming up, which perhaps in a way she was. But whatever the case, I didn't mind. If this was the quiz, I could hardly wait for the final exam.

"How's that feel when I do this?" Brenda would ask me, stroking me so lightly and softly that it was as though her hand wasn't even touching me. I was beginning to think that not only was she a natural at this, but maybe she'd been leading me on all along, maybe she had done this with another boy before, because if she hadn't she could have fooled me.

"Oh Brenda, that feels so fucking good!" The words had come out of my mouth before I realized I'd even spoken them. I'd never used that word in front of her before, ever. And I tensed up hoping I'd not offended her or once again ruined everything after I'd already said it. Instead, and keeping my eyes closed, still fearful of having misspoken, I waited, and felt as her hand began pumping my cock even more firmly with faster needful strokes. Thankfully, she'd not gotten upset with me or angry, and as I then learned, the language seemed to turn her on even more. And though she didn't say, "fuck" herself, she obviously enjoyed saying other words that she either found erotic or had wanted to say.

"You like how I'm playing with your 'Prick'? The word "Prick" as she'd said it, rolling off the tip of her tongue as though she was hearing herself say it for the first time. And for all I knew, she had.

"Are you going to shoot your cum-cream for me soon? Are you going to cover my tittys in it when you do?"

"If you want me to." I replied. "Would you like that if I do?"

"Yes, I'd love to see you cum on my tits." She responded, definitely getting aroused all over again. Her face was flushed once again, but not from embarrassment this time, but with wide eyed open lust spreading across her face. And I could see it in her eyes as well as she continued to stare at my cock which she was so delightedly playing with. Watching her doing this, seeing the expression on her face was as nearly as enjoyable as the sensations she was giving me. Almost, but not quite. And then I was close as well. And told her so.

"Oh Brenda, I'm almost there. Are you sure, are you sure?" I don't know why I felt I had to ask that. Not like I could have stopped myself from coming at that moment, but it was as though I had to have some sort of reassurance from her that she knew what she was doing, and especially what she was about to witness in a few more seconds.

"Very sure........" She drawled.

And then my first ejaculation hit her squarely in the face. We laughed about it afterwards of course. But when it happened, it took us both by surprise. I had opened my eyes to watch myself cum as well, I liked doing that, but I was more interested in seeing the expression on her face. After all, this was something she had wanted to see too. But neither one of us knew just how forceful or how intense my orgasm was going to be until I was having it. And by then of course it was too late to warn her about the possibilities, or the unintended explosion of the first spurt which landed across the bridge of her nose and into the corner of her left eye.

She flinched of course, but without missing a single beat, wiped my cum away from her eye, and continued milking my prick, though she now more carefully directed the remaining jettisons of my spunk against her breasts.

With all the build up and excitement, I had deposited quite a white creamy load against most of her breasts. And as this had been the first time she'd ever seen this, I was rather pleased that it had been such a big one, even for me. Brenda eventually released me when it simply became too tender for me to allow her to continue. Another lesson learned.

"Do all guys come as much as that?" She asked.

"Some more, some less." I offered, not really all that sure myself. "I think it has a lot to do with how many times they've come, how soon in between times, and probably, how intense or stimulated they are before they do."

I could almost envision myself on a well-known game show with everyone clapping and saying "Good answer! Good answer!"

But it was the best one I had at the moment, and Brenda seemed pleased with the results.

"So I take it then, that was a 'good' cum for you?"

"Oh my yes...one of the best ever."

More clapping...

With the 'edge" off now, we both decided to get dressed for the day. Twenty or so minutes later, we stopped at another place to eat. And this time Brenda was famished. We both were.

The only thing that weirded us out a little was when my mother asked offhandedly if we'd been having a good time back there. I wasn't sure how to respond initially, wondering if we'd said or done something they had somehow overheard. Thankfully Brenda responded before I could have, as I'm not sure how I would have sounded. She winked at me as we went into sit down and eat, and I felt like I had a Cheshire Cat, shit eating grin on my face the whole time we sat there too. But no one seemed to notice anything differently about me, though mom did make the comment that she was glad to see my attitude had changed about going along. Boy, if she had ever known!​
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