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===================

From: an51168@anon.penet.fi (an51168@anon.penet.fi)
Subject: Story: Shelly (incest, mf, mff)
View: Original Format
Newsgroups: alt.sex.stories
Date: 1993-11-18 22:04:50 PST

I saw an earlier version of this story on the net this past
summer.  A few weeks ago, I found this 'cleaned up' version
of the same story on a BBS, and thought is was much more well written.

I claim no responsibility for this.  Enjoy.

Chris

** begin file **


        Shelly

      (originally: When Reality Is better Than Fantasy)


        It is difficult to say exactly when the story I'm about to
tell
really began, but I'll try to relate what happened.  It's all true,
though.

        One afternoon, my 12-year old sister, Shelly, and I, 14, were
hanging around the house on our own. Our parents were out, trusting
our
next-door neighbor to check on us occasionally.  I was sitting in my
room when Shelly popped in the door, a little out of breath, telling
me to follow her into our father's den.  My sister had stumbled across
a leather bag behind a bookshelf,  and she wanted to know if I knew
anything about it.  I didn't, so we sat on the floor, unzipped it and 
looked inside.

        Inside the bag, there were a bunch of photographs torn 
from magazines: pictures of naked people!  We looked at each other,
then 
back at the pages: they were like nothing we had ever seen.   As kids,
we 
had bathed together, so we had seen each other in the nude, but these
photos 
showed adult men and women who were much more developed than we were.

        Shelly looked back at me and said, "I don't think we should be
looking at these; Mom and Dad might be home soon."  She then flicked 
through some more photos and said, without looking at me, "Do.. do you
think we'll look like this when we're older?"

        "I don't know, I guess so." I replied, feeling uncomfortable
as
my erection was starting to strain against my shorts.  Seeing those
pictures
really was turning me on, and it seemed Shelly was enjoying it, too.
I
noticed how she stopped flipping through the pages whenever she came
across
a particularly attractive and/or well-endowed man, or a woman with
large 
breasts and a patch of fur between her legs.  "Wow.." my sister 
whispered as she looked.  My mouth was dry.

 "We'd better put these away," I mananged to say, "Mom and Dad
will be home real soon."

 "Okay, I guess so," Shelly said, a little disappointed: I knew
she wanted to look at the pictures some more.  She got up to put the
bag back where she found it.  I stood up too, as my shorts were
becoming
too constraining.
 
 I tried to adjust myself without Shelly noticing, but as she 
leaned back after putting the bag away, her arm brushed against my
crotch.

        "Oh, wow! That's hard!" she squealed as she jerked her hand
back,
staring at the bulge in my shorts.  Then, shyly, she looked up into my
eyes
and asked, "Can I see it?"

        I was taken aback, but this turned me on incredibly.  We
hadn't
played "show me yours and I'll show you mine" in a couple of years,
and I really wanted to now.  Unfortunately, reality set in.  

 "Mom and Dad will back soon, and they might catch us."

        "Okay, but I want to check it out one of these days," my
sister said with a little smile and blush.  With that, we went
our separate ways, but I couldn't help but think of what it
would be like to be naked with Shelly.  

        Over the weeks that followed, I sometimes snuck the bag into
my
room at night, rubbing my cock as I flipped through the pictures.
There
was one photo of a woman who appeared to be in her early 20s, and
she looked a lot like what I thought my sister would look like when 
she got older.  I found myself thinking that that was Shelly in the
picture, 
blonde hair, green eyes, and all.  

  By now, I had started to "date" Amanda, one of the girls at 
school.  "Dating" at that point pretty much meant that we'd hang out 
at the mall or at one of our houses, watching TV.  Occasionally, we'd 
spend the afternoon kissing on the couch,  but one afternoon after
school things became a little more heated than usual, and Amanda and I
started touching each other where we'd never ventured before.  

 I felt her adolescent breasts through her blouse and 
bra, while her fingers danced across my crotch.  Neither of us knew
exactly 
what we were doing, but it felt good.  I began to stroke her leg,
and I slowly began moving my hand up under her skirt.  We were both
breathing heavily.

 "RRIINNNGG!"

 Amanda got up to answer the phone.  It was her mom;  she
was at the corner store, and she'd be home in about 10 minutes.  We
both cooled down, and we knew we had to stop what we were doing, so we
kissed goodbye and I went home, dreaming of the next time Amanda and
I could get together.

 That night at dinner, I was preoccupied with the thoughts
of Amanda.  My mom asked me was was wrong, and I said, "Nothing."

 "*I* know what's wrong with him," Shelly teased, "He's
thinking about Amaaaanda."

 "Shut up, twerp!"  I shot back at her.

 "Alright, you two stop this right now," Mom said.  Then
her tone changed, turning more tender: "Jeff, do you have a
girlfriend?"

 "Well, sort of... it's not like anything serious or anything.."

 My mom laughed.  "At fourteen?! I should hope not!"

 The conversation turned to that evening:  Mom was picking up 
Dad at the train station, and they were going out to a movie.  She
said she was leaving in a half hour, and we should behave ourselves
while they were gone.

 When dinner was over, I excused myself.  Shelly scrunched
up her face at me when I walked by, and I did the same to her.  I
wondered
how she could be such a brat.

 I went to my room and closed the door.  Putting on some music,
I lay back on my bed, loosening my jeans, and began to stroke myself
through my underwear as I thought about that afternoon at Amanda's.
I began to feel drowsy and felt myself drifting off.

 A voice came through the air.  "Well, hello, Jeff!  Having fun?"
The voice belonged to my sister.

        "Jeez!  Don't ever sneak up on me like that again!" I gasped
as I sat up on the bed, my jeans still undone.  

 As the shock of being interrupted wore off, I realized that 
Shelly was wearing only a baby-doll nightie that was made of some
gauzy 
material that was nearly see-through.

        "Why not?  You seemed to be so into what you were doing, and I
just wanted to watch you having fun."

 I looked down to see that the head of my now-shrinking cock
was poking out the waistband of my underwear.  I moved to cover myself
when Shelly said,  "Come on.. I want to see it.  Remember when we
found
the pictures?"

 There I was, sitting on the edge of my bed with my pants
dropping from my knees to my ankles, trying to cover my crotch with
my hands.  And there was Shelly, standing there in her little nightie,
looking incredibly sexy in spite of her only being twelve.

        "It's.. it's not exactly like it was when we looked at the
pictures,"
I said, somewhat embarassed.  

        "Oh, that's okay, I'll help you.  Lay back on the bed."  I
did,
and Shelly reached over and ran her hand over the bulge in my
underwear 
a few times.  Oh my God, this is my little sister?   My cock started 
to stiffen as she stroked it up and down slowly.  Then she reached for
the 
waistband of my shorts and pulled them down;  my hardness bounced 
freely against my stomach as it was released.

        "See, it's all big and hard again, just like before when we
found those photos.  Remember how I told you that I wanted to check it
out?"
She took hold of my rigid member again, and her bare hand on my bare
cock almost made me cream right then.  It felt incredible.

        As she carried on gently handling me, I looked more carefully
at
my sister.  The fabric of her night-dress was letting a small amount
of
light through, I could make out her body's silhouette.  Her tits had
already
begun to develop, and I could see her nipples, in profile, slowly
becoming
erect.  She did not appear to be wearing panties.

        "Slide over," she said, climbing onto my bed.   She gently
raised
one knee and straddled my chest, facing away from me.  She leaned 
forward to take hold of my dick again.  I felt the soft, cool 
touch of her skin on mine, and she smelled so fresh and sweet, like
she'd just bathed.  I reached for her nightie and carefully 
lifted the back.  Slowly, her cute, round, naked butt came into sight,
just inches from my face.  I leaned forward and gave her cheeks
a little lick.  Shelly giggled.

        I started to run my hands up and down her sides.  Shelly
wriggled 
a little and murmured, "That's so nice, keep going."  At her
invitation, I 
slipped my hands up and around until I felt her young breasts, her
nipples 
already hard buttons against the soft flesh.  

 The feel of her breasts in my hands, the view of that sweet little
ass
just inches in front of me, the smell of her body, the idea of her
pussy
so close to me (although not touching, and I hadn't even seen it yet),
and the motion of her hands on my cock were too much for me.  I felt
my climax quickly approaching.  

 Shelly's hand movements became faster as I massaged her tits:
"Oh, God, Shelly!  I'm gonna come!  It's so gooooood!"

        "Mm-hmmmmmm, come on!" she replied, grinding her now-damp
pussy
against my chest.  I gently pinched her nipples as they firmed up in
my 
hands. Suddenly, she bent her head down and took the head of my dick
into 
her mouth, her tongue swirling around and over the end.

        "Oh, God! Oh! Oh! Oh! Shelly! I'm coming!" I gasped as my dick
pulsed,
my first shot of come landing in her mouth.  She released my cock from
her
mouth and pumped up and down, my come spurting over the front of her
nightie.  
I felt that I would never stop coming.

 My sister continued to stroke my member as my orgasm subsided.
She giggled as she climbed off of my chest, her musky smell now
apparent.  
I was laying there, damp from sweat, come, and her juices, trying to 
catch my breath, when she stood up next to the bed and said, "You
got your stuff all over me.. I suppose I'll have to take this off
now!" 

        As she pulled her damp nightie over her head, her nude body
came into view:  she was beautiful.  Her breasts were still growing,
little more than just dark bumps on her chest.  Her tummy still showed
traces of baby fat, and her nether regions were lightly dusted with 
a few strands of blonde hair.  Her lips were puffy and inviting.

 She stood there, smiling at me, and said, "Do you like what
you see?"

 "Oh, yeah, Shelly," I replied, feeling my just-satisfied member
stirring to life again.

        "Will you do me like I just did you?"  she asked with a little
smile. 
 
 I nodded and reached out, trying to cup her tits in my hands.  Then 
I heard her say, "What are you doing?"

        My eyes snapped open. Shelly was standing in the open doorway
to my
room silhouetted in the light, wearing a long T-shirt, her usual night
clothes.
I'd been dreaming!  I quickly pulled up a sheet to cover myself.

        "Um, I was er .. that is  ... I ... How long have you been
there?"

        "Ever since I heard you calling out my name, saying that you
were
going to come. You didn't answer your door when I knocked, so I came
in.  You
looked completely out of it so I stayed to watch."

        I was still dumbfounded.  "Shit!  Are you gonna tell Mom and
Dad?"

        "No, I don't think so. I do want to know what you were
thinking
about me, though.  It must have been pretty good if it made you shoot
your stuff like that."  

 "It was just.... I don't know," I stammered as she looked me
over, her eyes occasionally landing on the sheet between my legs.  "I
was just thinking about.. stuff."

 Shelly didn't press any further.  She must have had a pretty
good idea as to what I was thinking about.  She smiled at me and left
the room, but before she closed the door behind her, she said,
"I'll close this so you can enjoy your new hobby."  Then she was gone.

        What the hell was I doing, fantasizing about my sister like
that? 
I just hoped that Shelly wouldn't say anything to Mom and Dad about
it.
I turned out the light and wondered about all of this, wondering
what Shelly thought about it, and finally fell asleep.

        Over the next few weeks Shelly would sometimes look at me, 
smile, and ask "How's the hobby?"  Eventually, she tired of getting 
little or no response from me, and stopped asking.   Amanda and I
still saw each other, but nothing really happened beyond that
afternoon
in front of the TV.  It seemed I had someone else on my mind for
sharing
my sexual adventures.

 One day, I got home from school and there was a strange bike 
next to Shelly's by the garage.  Mom met me as I came in.

        "Shelly's got a friend staying over tonight, get freshened up 
for dinner."

        I went upstairs for a quick wash, and changed into some better
clothes,
shirt and slacks. Then I went down stairs for some food.

        Shelly and her friend were already at the table, Mom
introduced
her as Anne.

        "Nice to meet you, Jeff, Shelly's told me so much about you."

        I looked over to Shelly, who just smiled at me.

        Anne was a little taller than Shelly, with shoulder length
brown hair,
tied back in a ponytail.  Looking at Anne, I realized again how much
my sister
had changed since the days when we'd play in the tub together. Her
figure 
had begun to fill out, and she had grown her blonde hair long, also
tied back. 
Anne was wearing a loose sweat-shirt, but what little I could make out
indicated she was just developing, like Shelly.

        Throughout the meal, whenever I looked up, either Anne or
Shelly were
looking at me with a smile.  Memories of my dream kept crossing my
mind, and my
dick started to stir. I tried to rearrange myself, but I couldn't
manage
to do it and go unnoticed.  I sat there and tried to keep my
composure.

        "Jeff, will you please get the dessert from the fridge?" Mom
asked.

        I struggled to my feet, somehow managing to conceal my obvious
bulge, but when I returned to the table, both Shelly and Anne seemed
to be
stealing glances at my crotch. 

 While we were eating, Shelly nudged Anne, who dropped something 
on the floor, and she ducked down to retrieve it under the table.
Suddenly, 
I felt a hand ran along the back of my calf.  Anne re-emerged,
slightly 
flushed, and smiled at me.  These two twelve-year-olds were driving
me crazy with their teasing looks.  And sister or not, Shelly was
making me just as horny as Anne was.

        As soon as I could, I excused myself from the table, and got
upstairs
to my room as quickly as possible.  I changed into my usual gym shorts
and
T-shirt, watched a little TV, listened to some music, and eventually
went 
to bed in an attempt to go to sleep: I was too worked up, though.  I 
figured the best way to relieve the tension was to masturbate, so with
the image in my mind of my sister and her friend, who were right next
door
giggling about something, I pulled off my shorts and started stroking
myself.

 "I wonder what they're up to?" I thought to myself.  "I wonder
if they're trying clothes on or playing any kinds of games in there, 
checking each other out." (My friend, Steve, told me about one time
when
he spied on two girls from our school who played "Truth or Dare," 
and as part of the game they'd take their nighties off, and wound up
tickling each other once they were in the raw.   I thought Steve was
just telling lies, but it sure made for a good fantasy.)  I 
thought, "That would be a pretty cool thing to see, if Shelly and 
Anne were doing that right now.."  I felt my orgasm approaching, and 
my stroking grew more intense.  "Ohh, if only I was a fly on the wall
in the
room with the two of you..." I whispered.

 Suddenly, there was a gentle tap on my door, I hurried to cover
myself with a sheet.  I thought about asking who it was, but I figured
they'd just go away and I could finish masturbating.
 
 The tapping came again.  I ignored it.  I heard some whispering
in the hall, but I couldn't tell who it was or what they were saying.
It didn't take too much to figure it out, though.  My heart started
racing.

 I was just about to call out to ask who it was when my
door slowly opened, revealing a sliver of light from the hall.  I
closed
my eyes and faced the door to see.  In the light from the hall, I 
could see my sister quietly leaning over, and pushing my door open.
She was wearing a short, baby-doll nightie;  her hair was tied back
into a 
ponytail, held by a blue piece of yarn.  She silently entered my room,
and a moment later another figure moved into the light behind her. 
It was Anne, wearing an identical nightie.  Their young bodies were
silhouetted
against the light in the hall, and they both looked like pretty young
angels.

 Anne closed the door behind her friend and they silently slipped 
into the room.  Shelly came up to my bed and whispered, "Jeff?"  I
just
played 'possum.

 "I think he's really out," Anne whispered.  Nothing could
have been further from the truth.  I was dying with excitement.

 After what felt like minutes, I felt a hand gently come
down on my sheet-covered chest.  I tried not to jump, and I think
I did a pretty good job of keeping still.   I was laying flat
on my back, and the hand-- I couldn't see whose it was-- started
caressing me.  I felt myself getting hard again, and I knew
there was no way I could hide it.

 "Hey, look at this," one of the girls whipered from
the other side of the bed, obviously looking at my erection.
I recognized the voice on my right as Anne; the hand was coming
from the left, so that meant my sister was touching me.  

 Shelly's hand movements started heading "south;"
it became harder to breathe as the young girl's fingers
drew nearer to my hardness.  

 "You wanna see it?" Shelly asked.

 "What if he wakes up?"

 "He won't." She waved her hand over my face. "He's out."

        I felt Shelly reach over and slowly lift my sheets up and
pull them down towards the foot of the bed.  My rigid member now 
exposed to the cool dark air.

        "Ooh! It *is* big!" gasped Anne.

 "Yeahhh.." Shelly whispered.  I felt her reach down to
touch me, and when her hand finally made contact with my cock,
it jumped.  

 "Oooh!"  both girls giggled as my sister pulled her hand away.
"Did you see that?" Shelly asked her friend.

 "Do it again,"  Anne said.

 This time, Shelly's touch didn't make me jump, although
it did make me want to take both her and her friend and make love
with them all night.  I knew I had to keep feigning sleep if this was
to
continue;  I sure didn't want it to end.  My sister's hand on
my teenaged cock was making it throb even more.  I felt drops of
pre-cum
forming at the tip.

 "Check this out, Anne.. it's pulsing!" 

 Anne stayed at the side of the bed, and evidently she didn't want
to touch it.  Not yet, anyway.  "Ummmm..." she said, shyly, "Oooh,
there's stuff coming out of it!"

 Shelly put her finger at the tip of my cock and felt
the drop of liquid that formed there.  "I wonder if this is 'come,'"
she asked her friend.  She gently smeared the drop over the head.

 After a couple of seconds of checking out my equipment,
Shelly grew bolder and said, "I want to feel it on me."

 "What do you mean?"

 "You know, I want it next to me."

 "_There_?"

 "Yeah, _there_."

 "No way!" Anne said, almost out loud.

 "Why not?"

 "Well," her voice grew less astonished and a little
more tense, "he'll wake up!"

 "No, he won't, and so what if he does?"

 "He's your brother!"

 "He's a _guy_.  You said you wanted to see what a guy
looked like, and now you have.  I want to see what a guy feels
like, and I'm going to."  Hearing my little sister utter those words 
almost made me come right there.  She kept running her fingers 
gently over my cock.

 I cracked open my eyes a little to see what was going
on:  I didn't know what to expect, but I knew that this was
better than beating off.  Even if nothing else happened, I now
had masturbation fantasies for the next few months.  Both girls
stood up on either side of my bed, and I checked out their
silhouettes in the light of my closet.

 I particularly was impressed with Shelly, who looked a lot like 
she had in my fantasies: her breasts were still growing, her waist had
a 
few traces of baby fat and her hips and butt were widening nicely.
Anne also 
had a cute figure, no longer disguised by the sweatshirt she had been 
wearing earlier. The baby-dolls they were wearing were identical, and
I realized that Anne must have borrowed hers from Shelly.

 Shelly lifted her nightie up over her hips,  and pulled her
panties off.  After stepping out of them, she lifted the hem of
her dress above her waist again, but she didn't stop there.

 "Shelly, what are you doing?"  Anne asked in a loud whisper.

        Shelly looked me over, glanced at Anne and said, "It looks
like
we're overdressed," and with that, she pulled her nightie over
her head.  The dim light in the room highlighted a pair of young,
budding
breasts with hard nipples, and cast into shadow the silky, light patch
of hair 
between her legs.  She was beautiful.  

 "What about you?" my sister asked her friend.

 Anne seemed a little unsure at first, but then slipped off her 
borrowed nightie to reveal a pair of tits with dark aureolae, just
a bit bigger than my sister's.  Then she hooked her thumbs into the
waistband 
of her panties, and turning away, bent over to pull them down over her
firm little ass.  Her pussy was hidden in the shadow until she turned 
back, when I realized that she had sparse, darker hair than Shelly
did.

 The realization came to me that I was in my own room with
two beautiful, naked girls who wanted to do stuff with me.  If I
could only keep still long enough to get something going, I'd
be in for sure.  It was getting harder to breathe, as my excitement
was mounting.

 "Are you sure about this?"  Anne asked.

 "Yeah.  I'm sure."

        With that, I felt my sister slowly step on the bed with one
knee:
I could tell by the way her leg was shaking that she was nervous.  I
held
my breath, and in another second I felt a little air current as she
swung her other leg over my lower abdomen.   My cock jumped again,
this time because I knew that my sister's nether regions were just
inches from me:  this was what I'd been fantasizing about.

 Anne sighed:  "Ohh, Shelly, are you sure about this?"

 Shelly did not respond.  I felt her hair brushing my face
as she lowered herself on to me, our crotches slowly and softly
touching.
She watched as our private parts came in contact for the first time:
her warm moistness landed square on the underside of my shaft.  I 
thought I was going to come right there as felt her little pussy lips
wrap
around my cock.  It was too much.  I sighed.

 Shelly froze.  You could hear a pin drop for a couple of
nanoseconds as we all held our breath.  I finally decided it was
time to "wake up."

        "Oh!" I heard Shelly gasp as I opened my eyes. I heard Anne 
racing to pick up her clothes.  Shelly didn't move.

        "What are you guys doing?" I asked, (fake) sleepily.  I
slowly opened my eyes to see my naked sister squatting over my
hips, her firm little breasts pointed outward, and her eyes fixed
on mine.  Anne was heading towards the door with her nightie in
front of her.

        "What do you think we're doing?" Shelly asked as she gently
moved her crotch on mine.  She gave a devilish smile as she looked at
me.
I smiled back, and placed my hands just above her knees.

 Anne was at the door and didn't know what to do.  She tried
to cover herself as best as she could, but the nightie was too small
to conceal all of her charms at once.  Her little breasts were
jiggling 
nervously as she looked at my sister.

 Shelly looked over to Anne, then back at me.

 "'What are we doing?'  Are you complaining, Jeff?"

 "No, not at all," I replied, smiling back at Shelly.  I
started rubbing my hands up and down her thighs.  

 "Do I look like you thought I would when I caught you 
playing with yourself?"

 "Better.  But I'd like to see more.  Anne, could you
turn the light on?"

 My sister's friend was still nervously standing by the
door, trying to conceal her budding body, but she reached over
and flicked the switch to bathe the room in a soft glow.  I could
now see both of these beautiful pubescent girls in all their glory.

 "Oooh, very nice," I said as I looked over the girl
by the door, as well as the one squatting over my raging hard-on.

 "Mmmm.." My sister smiled and started to rock back and forth.  Her
pussy was getting wetter by the minute, and my cock was like a rock.
I felt like I was going to explode any minute.

 Shelly took my hands from her legs and brought them to her breasts.  
I took her two handfuls of pubescent flesh, and moved my hands slowly
in small 
circles, her budding nipples brushing against my palms.

        She started to tremble and leaned back, thrusting her tits
against
my touch,  and she began undulating her hips, causing her soft, moist
pussy lips to slide over my throbbing hardness.  Our breathing became
labored, and I wanted more.  A couple of times I felt that I could
have entered her easily, but I didn't want to rush things in case
she freaked out or anything.

 I released Shelly's breasts and reached around to grab her
sweet backside.  She bent over, and her tits grazed against my chest
as
she kissed me.  At first it was just a simple kiss, but as her nipples
hardened with her movements against my body, she began to slip the tip
of 
her tongue into my mouth.  I tasted a little alcohol.

 "What were you drinking?" I asked her.

 Shelly leaned up, her little breasts bobbing, with a look
of feigned astonishment.  "Whatever do you mean?"

 "Have you guys been drinking?"

 Shelly smiled and put her face close to mine.  "Mmmaybe a little.."
She kissed me again, gently licking my lips.  "Do you have a problem
with that, Big Brother?  Or are you gonna tell Mom and Dad on us?"

 "What did you have?"  I said, still trying to be the "responsible
older brother," although it was getting more and more difficult
with these two nude nymphs in the room with me, and one of 
them-- my own baby sister-- was pressing her flesh to mine.

 "Just some.. wiiiine.." Shelly breathed into my ear, "is
that okayyyy, Jeff?"  She then licked my ear and my entire lower
body jumped.

 "Oooh!" Anne exclaimed from the door, "I think he liked that!"

 "Well then, get over here and check him out!" Shelly said, turning
her face towards her friend.  "This is what we're here for-- to learn 
alll about the wonders of guys," and with a giggle she licked my
lips again.
 
   Anne walked over to the bed and sat near my feet, her hands resting
on
my legs.  Slowly, she began to run her hands up and down my calves,
which
were sandwiched by Shelly's.  Each upward stroke went higher up my
legs. 
My sister continued to rock back and forth, our genitals becoming
soaked
with our collective juices.  Her ass was so firm in my hands.

 Anne's hands reached my groin, and she gently tickled my sack
each time Shelly leaned forward.  

        I released my sister's butt and I cupped her tits again, her 
nipples hardening as I touched them.  Slowly, I began to massage, 
moving my hands in circles over the dark bumps of her nipples.  
Shelly turned to Anne and said, "What do you think of my big brother?"

 "He's nice," Anne said.  "I'm glad you invited me over tonight."

 Shelly began kissing the sparse hair on my chest, and I said,
"What about Mom and Dad?"

 "They went out to a movie.  Won't be home 'till late," my
sister replied.

 This was too good to be true.  I'd fantasized about this for
a long time, and now it was actually happening!  But, despite the fact
that they were acting like "experts," I got the feeling that my sister
and her friend were just experimenting,  to see how far they could go.

 Shelly suddenly stopped her undulations and said, "Hang on a
second;  Scoot over."  She lifted her leg back over and climbed onto 
the bed next to me.  My cock suddenly felt cool from all the moisture.
Her musky scent was throughout the room.  

 Shelly stretched her legs out next to mine, and promptly
rolled on her side, clamping her legs around my thigh.  I felt a 
little wispy hair on my leg, and my cock jumped again.  She ran
her hand up and down my chest and stomach, then brought her face
to mine.  "Kiss me, big brother."

 Our lips came together, gently at first, then a little harder.
Soon our mouths were crushed together and our tongues danced with
each other's.  Shelly released her leg-grip on me, only to scoot
closer and close her legs on me again.  This time, I could feel her
moistness on my thigh.  She began to rock back on forth, holding
my leg in between hers;  her mouth was firmly on mine, her eyes
were closed tightly, and her breathing became heavy.  She reached down
and began to lightly stroke my cock.  I was in heaven.

 "Wow..." Anne said, almost inaudibly, now kneeling at the 
side of my bed.  I had forgotten she was there.  Shelly broke her 
kiss and pulled away from me;  her little breasts wiggled as she
leaned on 
her side, while she still gently touched my cock.  

 "Interested in what you see?" my sister asked her friend.

 "I...I.. just.. never saw anything like this.."

 Shelly turned to me, still talking to Anne.  "I've been
wanting to do this for soooo long.  It makes me crazy to think of
such a sexy guy being in the next room every night.  Doesn't it make
you wish you had a brother?"

 "I... I guess so.." Anne stammered.

 My sister pressed her mouth to mine again, and her tongue
once again snaked its way past my teeth.  Shelly climbed back
on top of me, and her moist pussy lips landed right on my cock,
on the ridge just below the head.   Her ponytail was coming undone,
and
a few strands of hair fell around her face.  I took hold
of her breasts as she writhed her entire body over mine.

 "Wow.." I heard Anne say as she knelt next to
the bed, "you guys are really goin' at it."

 My sister was lost in her lust.  I released her breasts and
took her butt in my hands.  She kept grinding away, seemingly
getting more and more lost in her passion.  I pulled her closer
and closer, wanting ever more to push my cock deep into her.

 "You like this, Shelly?  Huh?"  I asked my sister. She just
smiled and kept rocking back and forth.  I looked over at Anne, who
was watching intently as Shelly and I shared this incestuous moment.
Anne was breathing heavily too, and it seemed she may have been 
playing with herself, but I couldn't see below her heaving chest.
Her nipples stood out what seemed like an inch: moreso than Shelly's.

 I knew I couldn't "give it to her" right then, so, remembering
my dream, I stopped writhing and lifted up her butt and pulled her 
forward over my chest towards my mouth.  She giggled as she struggled 
a bit to 'walk' on her knees towards my face; her pussy lips finally 
landed on my mouth.  She tasted fantastic as I flicked my tongue over 
her extruded lips.

        "Uuuhh!" Shelly groaned as her body twitched, "Oh, God! That's
so
good!  Again!  Keep licking!  Uuuhh! Oooohh!"

        With Shelly's encouraging words I continued pleasuring her,
slipping my
tongue along her lips, around her clit and around the entrance to her
love
channel. 

        I glanced up at my sister, and saw that she was pulling on her
nipples as she rode my face.  Her breathing was becoming more and more
labored, and she continued to slide her pussy across my face.

 Suddenly, her juices really started to flow, even moreso than 
they had been, and she began to gasp and groan.  "Aaaaaaahhh!" she
gasped, 
and her body shuddered violently as her climax came over her.  Each
quake brought on another gasp, and after about a half-dozen
contractions,
she collapsed and sagged limply on top of me.

        We lay there for a while as she got her breath back. "Oh,
Jeff,
I love you!" Shelly stretched out beside me, her hand falling onto my 
hardness again.

 "You guys are really something," Anne said, her face flushed.

 My sister giggled.  "Oh, yeah," she said with a heavy sigh.
"Hey, what were you doing while we were doing that?"

 "N..nothing.." Anne said, a little embarassed as she sat on
the floor next to the bed.  I still couldn't see her from the waist
down.

 "You were touching yourself, weren't you?" Shelly asked, smiling.

 I could tell Anne was uncomfortable, so I said, "That's okay, 
you can have a hobby, too!"

 We all laughed about it and Anne stood up and joined us on the
bed.  She really was beautiful.  Her nipples were still hard, and her
crotch had that certain ruddiness that I now knew came from a woman's
being excited.

 After a few minutes of relaxing, I said, "You know, something 
isn't fair here.  I started out being the guinea pig, but I haven't
had a 
good come yet!"

 "And what do you suggest we do about it?" Shelly asked.

 I looked at my little twelve-year-old sister and her friend,
still amazed at how incredibly sexy they were, and said, "Well,
some attention would be nice."

 Shelly and her friend looked at each other and smiled.  

 "Come on, Shelly, tell him what you said you wanted to do!" Anne
said.

 "What?" I asked, as Shelly's face flushed over.

 "I told Anne..."

 Anne interrupted: "She told me before that she wanted her first
fuck to be her brother."

 If I could get any harder at that point, I did.  I swallowed
hard and looked at Shelly.  "Is that true?"

 "Ummm, maybe," my sister said, looking shyly up at me.

 I lay back down on the bed and pulled Shelly's face to mine.
I looked deep into her eyes and our lips met again, gently, then
firmly, then into a full-fledged lip-lock, our tongues dancing
around each other.  Shelly pressed her chest to mine as she
lay next to me.

 We broke our kiss.  "I want to fuck you too, Shelly," I said, not 
believing the words coming out of my own mouth.  "Do you really want
me?"

        A new, fire-eyed look came over her as she looked at me.
"Yes, 
I want you inside me, and I want to be on top of you when we do it."  

        I was ready to explode.  And knowing that we had an audience
made it even more exciting.  "Okay," I replied, those being the
only words I could muster.

        Shelly sat up and slid her left leg across both of mine until
she was
sitting on my thighs.  Then she reached forward and took hold of my
dick, 
and inched her way forward until the head was nuzzling against her
tender
nether lips.  She put her right hand down on the bed, and lifted
herself 
up a little until the tip of my dick was just separating the folds of
her pussy.  She bore down a little, and her lips parted and slowly
slid 
down over the head of my cock.   It was the most incredible feeling:
it was as though I'd never experienced real pleasure before this
moment, the
moment my cock entered the velvet glove of my little sister's tight, 
hot, and wet little pussy.

        Shelly let go of me and pressed her left hand down against 
my bed for leverage and balance.  She slowly eased her way down my
length, 
taking a little of me at a time.  She pulled up a little and then
pushed 
back down further each time.  Soon, she had half of me inside her.

 "I.. don't want to hurt you," I said, worried about any
pain she may have when her hymen broke.

 "It's okay," my sister said breathlessly,  "Horseback riding
last summer."  She kept on writhing.

 I felt a little relieved, knowing that her cherry had
already been broken, and not by some twerp taking advantage
of her behind a bush somewhere.  I was still her first, and
she was mine.  Our movements continued, and each time we got
closer to "home."

 At long last, I slid all the way in, and Shelly wriggled her 
butt to get comfortable as we settled into a slow rhythm of gently
thrusting against each other.

        She leaned back a little, exposing her pussy to my view. It
was
incredible to watch my teenaged cock slide in and out of her tight, 
almost hairless slit.  She reached down and started to finger her 
clit with one hand, and up to play with her still-growing tits with
the other.  
I reached forward and held my sister's waist as she began to buck up
and 
down on my member.

 I knew I couldn't last too long like this.  The feeling of
our bodies intertwined and the sight of my sister's body bouncing
up and down on mine was awesome.  I looked over to the side
of the bed and saw Anne busily playing with her pussy and breasts.
Her eyes alternated between my sister's and my grinding pelvic regions
and
our faces, then she'd close her eyes, all the time increasing
her rhythm on her own body.

 Shelly leaned forward and put her hands on the bed.  She
started riding my cock furiously, her face twisting into an 
amazingly adult expression of pain and pleasure, her eyes closed
tightly, and her little breasts just an inch from my mouth.  I grabbed
her round little ass and continued meeting her downward thrusts
with upward ones.  My fingers worked their way into the crack
of her butt, and I leaned up to take one of her pointed nipples
in my mouth.

 "Oh, God... Jeff!"  my sister sighed as she rode me for
all she was worth,  "That's so goooood!"

 Our fucking motions became faster and faster, our pleasure
mounting, our breathing heavier and heavier until our releases
were imminent.

 "Oh, Jeff!!"

 "Shel-leeeee!"

 My sister bucked furiously and her pussy clenched my cock
like a soft, wet vise:  so firm. yet so soft.  I felt my balls tighen
up and and I knew I was about to fill this little girl's pussy with
my seed.  I pulled her ass cheeks apart and thrusted up with all
my might:  my middle finger found her butt-hole and I massaged her
little bud as I pumped in and out.  

 Finally, with a mutual scream, we orgasmed together: "Aiieeee!"
I felt my cock squirt its juice deep inside my sister's hot
little box, and her pussy milked me for everything I had.  Shelly 
collapsed forward onto me, and the last remnants of my ejaculation
oozed out the tip of my member, still hard, and still buried deep
inside her vagina.

 After a few minutes, Shelly rolled off of me and lay down
next to me.  Anne looked at us and said, "Wow, that was really
hot-- I never saw a brother and sister fuck before."

 I looked over at Anne and asked, half-jokingly, "Oh, you've 
seen people fuck before that weren't brother and sister?"

 "Well, yeah... One time I watched my older sister and her
boyfriend doing it in the family room."

 Shelly chimed in: "Tell him what you liked best about it,
though."

 "Shelly!"

 "No, come on!  You saw us fuck, so tell him!"

 "Well, I thought it was really cool when he.. he... kissed her..
down there.  She really seemed to like it, and I've always wanted
to try it."

 "Do you want me to do it to you?" I asked.

 "Well,"  Anne replied as she looked at Shelly with a smile,
"Shelly kinda offered earlier, and I told her that I'd let her try
it on me.  But that doesn't mean I don't want to do it with you!"

 I was at once a little disappointed and turned-on.  I
really wanted to have fun with Anne, but the idea of watching 
two girls going at it was pretty exciting.

 Shelly said, "Well, Jeff can join in, can't he?"

 "What do you mean?"  Anne asked.

        "Just lie down and we'll see what we can do." replied Shelly.

 Anne lay back and I leaned over and kissed her deeply, tasting her
sweet mouth.  I started kissing down her neck, gently surrounding her
little tits with kisses, but carefully avoiding her nipples.  Shelly
stroked her friend's legs up and down, and Anne's breath grew heavier.
After teasing her breasts for a couple of minutes, my mouth covered 
her nipples, one after the other, pulling on them until they stiffened
even more than they were.  Then I took each one with the thumb and
forefinger of my hands, gently pinching and caressing.

        Meanwhile, my sister was running her hands up and down the
insides of
Anne's thighs, finally letting her fingers trail across her pussy.

        "Shelly.." Anne moaned as she started to wriggle on my bed,
her
hands reaching for my sister's head.  I watched as Shelly ran her
tongue 
slowly along Anne's pussy, swirling it around her pleasure spot, while
holding the folds of her lips open with her hand.  My sister reached
down 
with her free hand and gently stroked between her legs.

        "Oh, yes!  That's good!" moaned Anne, as Shelly ran her
fingers over
Anne's clit and her tongue up inside her pussy.  Anne brought her
hands up to her breasts and started pulling on her nipples as my 
sister ate her out.  I kissed Anne all over her face, chest, arms, 
and stomach while Shelly licked below.  Eventually, my face and
Shelly's met at Anne's crotch.  We giggled as we licked and kissed
Anne's pussy together,and in the middle of all of this, Shelly and I 
shared a deep French kiss, exchanging our saliva and Anne's juices.  

 Anne kept moaning and her writhing was becoming more intense.
"Oh, you guys.. this is soooo hot!"  My sister and I kept to our
ministrations on Anne's hot little dark-haired pleasure center.

 "Ohhh, stop!"  Anne cried as she pulled Shelly and me away
from her.  As she lay there catching her breath, I asked her what
the problem was.  She looked at me lustfully and said, "I want
you inside of me, Jeff!"

 I didn't need any encouragement.  By now, I was ready to go
again, and since I was now an "experienced" person, I knew exactly
what I wanted to do with this little nymphet.  

 Shelly moved to the side of the bed, and I gently opened up 
Anne's thighs.  I positioned myself between them, lifting myself onto
my elbows.  Shelly took hold of my cock and guided it towards Anne's
wet hole.

        As soon as my member touched the inside of her lips, Anne
bucked 
upwards, forcing my cock into her.  Shelly walked over to Anne, and
whispered something into her ear;  Anne nodded, and bit her bottom
lip.  
I started to gently rock my hips back and forth, slipping deeper into 
Anne's love channel with each stroke.. until I hit a barrier.

 "You're a virgin, too?" I gasped.  "I don't want to hurt you!"

 Anne replied lustfully, breathlessly, "It doesn't make a difference!"
She grunted thrusting up hard, and Shelly smacked me across my butt. I
lunged forward, feeling her seal give way and I sunk deep into Anne's
vagina.

        "Aaaaaah!" she cried, "Keep going, you're in now!  I want to
feel you
come deep inside me!"  Anne continued to thrust up against me.

        My sister climbed back onto the bed, facing away from me, with
her knees on either side of Anne's head.  Slowly, she rubbed herself 
and slipped a finger deep into her pussy.  Anne reached up and pulled 
Shelly's hand away and ran her tongue along the ridge where Shelly's 
fingers had been playing.  Then she pulled my sister down onto her
face 
and started to lick where Shelly had been pleasuring herself.

 The situation was incredible:  Here I was, Anne's first fuck, and 
there was my sister, just inches in front of me, her tight little ass
jiggling
ever so slightly as her friend worked her tongue between her legs
below.

 "Wait!  I can't breathe!" Anne cried out from between Shelly's legs.

 Shelly giggled and climbed off of her friend's face and knelt
next to the bed.  "Okay, you can enjoy this, but you guys have to
finish 
me off when you're done."

 Anne and I went back to rocking and fucking and breathing heavily.  
Our climaxes were racing to the end at the same time.  Anne stopped 
playing with her tits and grabbed my hips and pulled me to her, 
burying my cock to its root.  "Aaaaaaahhhhhhhhh!" she cried
out as I felt her pussy squeezing and releasing my cock.  I knew it
was
time:  I just let go.

 "Ooooooohhhhhhhhh..." I gasped as load after load of my jism
entered the twelve-year-old's body.  Anne panted furiously underneath
as I continued to spew into her.  

 After what felt like an hour's worth of orgasm, I brought my face 
down to Anne's and gave her a kiss.  She was covered with sweat and my
sister's pussy juices, and it was incredibly sexy.  I pulled out
slowly, 
and we collapsed on the bed together, laying down, facing each other.

        "I've been waiting for this ever since Shelly told me about 
your hobby," Anne said, as she reached down to stroke my sweaty hair. 
"She said that you had a thing for younger girls, and I didn't
really believe her, but now I know."   Anne reached around me and
gave me a hug.  I kissed her forehead and stroked her arm and breast.
"Thanks for being my first, Jeff."

 As we lay there, smiling and catching out breath, my sister said, 
"Well, you two, what about me?  Don't I get a go?  After all, I
was the one who got interrupted!"

        Anne giggled.  "I think you'll have to work for your share," 
she said as she caressed my limp cock.

        "I'll see what I can do," answered my sister defiantly,  and
she rolled me on my back.

        Anne knelt on the bed and ran her hands all over my chest and
stomach, while my sister knelt over my cock and started to lick her
way up
and down.  I reached up to play with both Anne's and my sister's tits,
lifting
one girl's nipple and rubbing against the other's.

        Anne slipped around and knelt over my face, facing my feet.
I worked my tongue around her pussy, and noticed how the feel of her 
firm and supple body was different to my sister's silky one.  Her
musky
womanhood smelled and tasted different, too.  As I licked her pussy
from 
front to back, my nose occasionally came in contact with her tight
little
rim.  Being adventurous, I gently flicked my tongue over her asshole a
couple
of times just to see how she'd like it:  judging from the way she
jumped,
I'd say she really did.

 While I was kissing, sucking, nipping, and licking Anne,  Shelly 
climbed on top of me, grasped my stiffened cock in one hand, and once 
again lowered herself onto me;  this time I slid up into her well 
moistened pussy efforlessly.  I felt the tightness of this just-broken
virgin, and the thought of fucking my own sister while her friend rode
my tongue only spurred me on.  I thrust my hips up, and pulled
Shelly's waist 
down with both hands.

        "Mmmmhh! Ooooh!" Shelly gasped as she pushed down against my 
upthrusts. Anne reached forward and put her arms around Shelly to pull
her 
forward.  Their still-growing teenaged tits rubbed against each other 
as Anne kissed Shelly deeply, their tongues working eagerly in each
other's 
mouths.  My thrusting became more urgent, and I knew I was about to
come 
deep inside my sister again, but I held off as long as I could while I
watched 
the girls enjoy each other.

        I continued thrusting up, and I worked my tongue deeper into
Anne's
pussy; the girls' breathing turned into gasps of pleasure as I felt
Shelly's
pussy walls clench around my cock and Anne's around my tongue.  The
waves of
pleasure from my cock intensified and I knew I couldn't hold off any 
longer.  Anne and Shelly wrapped their arms around each other tightly
as they embraced in a powerful kiss;  Anne ground her pussy into my
face, and Shelly did the same with her hips.  This was it:  we were
all about to explode together.

 "AAaaaaahhhhhhhhhhh!!" we all said, simultaneously.  Our
bodies writhed, jerked, spasmed, and finally collapsed in a heap on
my soaked bedsheets.   Only about two hours had passed, but in that
time, we'd all lost our virginity and experienced pleasure beyond
our wildest dreams.

        We slowly drifted off to sleep in each others' arms. Sometime
in the middle of the night, Shelly and Anne slipped back to my
sister's
room so they wouldn't be caught when our parents came home.  I didn't
even remember their leaving.  My room smelled wonderful:  it smelled
like sex.

 In the morning, we all sat at breakfast, sharing smiles across
the table.  We knew we had to be careful, as we didn't want our
parents
to suspect anything.  

 Shelly and Anne were going off to ride their bikes in the woods 
to have a picnic.  As they left, Shelly said, "Mom said that Anne can 
come on vacation with us this year, if you didn't mind."  With that,
she looked at Anne and both girls smiled back at me.

 "Of course I wouldn't mind--  too bad it couldn't be just the 
three of us."

 The girls giggled as they got on their bikes to pedal away.  And
we all looked forward to the trip up to our uncle's cabin, and all the
things we could do up there this summer.  And the trip was in less
than
three weeks!  I'll let you know what happens then...
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