
                            Lisa's Panties
                             by NyteMyst

                                -=*=-

Copyright 2000 by NyteMyst.  All rights reserved.
This story may not be reproduced in any form without explicit
permission from the author.  The author reserves exclusive rights to
post this story on usenet.  Permission is granted for you to make and
keep one (1) electronic copy for your personal use as long as this
notice is retained, unchanged, as a part of this document.  No other
archiving, commercial or otherwise, is permitted.

Published with permission from the author by TYGER. 

                                -=*=-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Yeah," he smiled.  "You?"

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

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

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

"Nothing..."  he replied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


