...I walked down the hallway.  A fly buzzed on the ceiling and I jumped like I had been stung.  I couldn't help looking around; I felt like eyes were on me everywhere.  I hesitated as I neared my sister's door.  My toes dug into the carpet as if I was trying to hold myself on the floor.  I could hear my sister clinking something around the corner and out of sight.  Looking into the bedroom I felt everything was wrong.  I usually wasn't even allowed in her room.

I was so ready to turn around.  Why?  We had just had a shower together.  Why would leaving the bathroom get me so unnerved?  I was motionless, ready to retreat, then my sister's voice asked, "Are you coming?

Was I?  I could still back out.  But why would I?  She'd seen plenty of me and now this was a chance for me to see her.  I took a breath.  My cock was sticking out and it felt so obvious.  I pushed it down, held it down, and slid through the doorway.  

She was standing at her desk, bottles in front of her, one in her hand.  She looked over her shoulder at me.  I think she was going to say something but instead her eyes dropped to where my hand covered my cock. Her eyes rolled and she looked away.  That made me feel even more stupid and I took my hand away.  At least it wasn't at full-mast, but even at half-mast it stuck forward in such an obvious fashion.

I didn't know what to do so I just stood there and watched my sister. Her butt was pretty fine, actually.  Round and firm.  I thought I'd like to walk up behind her and let my cock brush across her cheeks.  I could imagine it dropping along her crack then sliding up the other cheek.  I quickly wiped that from my mind; I didn't want to go full-mast.  I looked around the room for distraction.  On one shelf a mountain of fuzzy animals stared at me, teddy bears, pigs, tigers.  I wondered about girls.

"You can sit on the bed."  I jumped and came back to reality.  She had turned towards me.  She was rubbing hand lotion over her hands and her tits swayed  lightly with the movement.  I looked at the bed and hesitated. 

"Are you sure," I squeaked.  "You don't have to."

"You wanted to look.  Fair's fair."  She gave me a studious look.  "It's okay, Buddo, it's not going to bother me."

I hadn't thought of her being bothered. I don't think that was what was bothering me.  I didn't know what was bothering me.  Not knowing what else to do, I moved to the side of the bed.   As I hesitated, she came up next to me.  I kept staring at the bed, trying not to notice her, but out of the corner of my eye I was well aware of tits sliding into view, followed by the rest of her.

For long moments we stood side-by-side looking at the bed, the foot at my end, the head at hers.  She leaned forward suddenly, her arm came out and I thought she was grabbing for my cock. I jumped backwards,  but instead, she patted the bed in front of me.

"Have a seat," she said, looking at me funny, jumpy as I was. She must think I was nuts and the big bounce my cock had just made as I jumped didn't make me feel any better.   Then she turned towards the head of the bed and clambered up.  I couldn't help but watch her bottom, the cheeks flexing as her muscles worked.  One knee went up onto the bed as she climbed up.  Suddenly her slit was right there, all in the open.  I looked away suddenly shaky.  I felt like I was peeping.  What if she caught me looking? 

Stupid, I thought.  I shook my head.  That's what I was here for.  To look.

I crawled up on the bed.  My sister flopped around and sat with her back against the head board, her knees pressed together in that cute sidesaddle way she used when watching TV on the couch. The bed wobbled as I knelt on it and my cock bobbed between my legs.  Every move I made seemed to accented by a sympathetic bob between my legs. 

I paused on my knees, my side facing her.  I didn't know what to do next.  I wasn't about to try the sidesaddle thing of hers.  I'd look retarded.  Besides, I wasn't sure I could do it without tipping over.  But I sure didn't like the idea of sitting cross-legged right in front of her.

I glanced down.  My cock, now mostly a fat sausage, still poked forward but was now about halfway pointing towards the bed.  I gave a quick glance from the corner of my eye at my sister, not wanting to be caught looking at her.  I needn't have worried.  She was looking down towards my hips, at my cock. Sideways wasn't hiding a thing, I knew, my cock was definitely an easy view poking out like it was.

I knew I was being silly since there was no reason to remain motionless.  She could see me easily enough like I was.  Besides, it wasn't like she hadn't just been in the shower with me.  It all made me feel so stupid.  

I made myself turn and sit cross-legged in front of her.  My legs felt miles apart.  If I was just sitting in my trousers, it would have been natural for my hands to drop between my legs.  But now, I figured my sister would think I was hiding myself again and I was tired of feeling silly in front of her.  I started to cross my arms, then placed my hands on top of my thighs.  There, all I needed was a peace pipe and a tipi over my head.

I felt awfully naked and vulnerable. What was going on anyway? I was supposed to be looking at her.  Instead I was the one spread-eagled over the ant hill.  I was distracted as I felt the tip of my cock brush the bed.  Every time I made the slightest movement, it tickled against the bed.

Jees! I thought, What if I goop on her quilt!

"You have cute balls," she said.

That snapped me out of my thoughts!  I looked down to where my scrotum spread beneath my cock.  This was going badly and I felt my face flushing with embarrassment.

"I'm sorry," she said, then giggled.  "I didn't mean to upset you.  It's just when I think of guys I just think of the penis, but really, the balls are there, too."

"Of course, they are," I mumbled.

"Oh don't get all worked up.  I was just trying to say that until we were in the shower, and all, I hadn't really thought of them."  She smiled, then her the tip of her tongue moment peeked between her lips.  "Tell you a secret?"

"What?"  grumped.

She shrugged her shoulders awkwardly and I realized she was a lot more uncomfortable than I had thought.  "I probably looked more at your balls in the shower than your penis."

"Oh, jeese," I mumbled, wagging my head. 

This time she really did laugh at me.  "Oh, lighten up, will you?"  Then she added, "You know, when I was washing you, you know, from the back, your balls hang kind of in the open."

That was too much for me.  I found my hands in front of my groin, my face was burning, and I was about ready to initiate a full-fledged retreat from the room–with my legs held together, I tell you.

I leaned forward to get up and out of there when she surprised me by leaning forward and tapping my knee. The touch of her flesh against mine held me steady.  Our eyes met for a second; we were no more than a foot apart. She had a dot of lotion above her cheek just below her an eye.  

I reached forward and wiped it off, "Lotion," I mumbled, showing her the tip of my finger. I fought to keep my eyes focused on her face instead of down to the tits I could see suspended just below her chin. 

"I didn't mean to upset you," she said, her face serious.  "It's just that it makes you look like a wild animal, from the back."  She paused, then added, "Okay?"

I nodded and my eyes dropped to her lips.  Soft.  What if I brushed her lips with my finger, just like I had her cheek?  What if I brushed her lips with my lips?  She curled her fingers upon my knee and I felt her nails make light scratches against my skin.  Any more of that I would jump her.  I backed away feeling nervous and out of control.

I was kind of miffed about her watching me from behind, like that, although I don't know what I could have expected.  Maybe it was just the surprise to find out I was in view even more than I suspected.  It made me feel, well, naked.

My vulnerability caused me to retaliate.  "You're pretty easy to see from the back, too."

Her eyebrows lifted and I explained, "When you climbed on the bed," I couldn't think of a polite way to phrase it and finally just blubbered, "It all just shows."

At least she had the decency to look uncomfortable herself. She leaned back, her fingers trailed on my knee for a second and then were gone. I missed the pressure of her fingers.

She force a smile. "Well, that's why we're here, huh?"

I found myself smiling, I couldn't help it.  Her smile suddenly became relaxed, so natural that I felt eerie. She always had the knack to surprise me and I couldn't help but wonder at the fact that I was sitting across from my "so always so perfect sister." 

And that she was naked. 

I looked at her tits but still felt uncomfortable letting her see me look at her.  My glance dropped, past her knees, to where her sidesaddle  thighs curving back to where her ass cheek began another curve underneath her thigh. My eyes were down now looking at the hands in my lap but my mind was still on the way her tits seemed to point forward like something was keeping them from sagging. 

"I'm sorry for saying that stuff," she said.

"No, I'm being silly.  I looked at my hands, then separated them and let my cock show free.  It was mostly back to normal now, just a little longer and fatter than usual.

"I won't say anymore stuff like that," she promised.

"No, go ahead if you want," I heard myself say, always the compromiser. Then as if to prove it to myself, I said, "I guess it's about soft again."

She hesitated a moment before speaking. "It changes size so much.  Kind of amazing."

We sat for long moments, both looking at my crotch.  I was just beginning to realize what a strange situation this was, again, when she spoke.

"Well, this is getting nowhere."  She gave a little giggle.  "I guess it's put up or shut up, for me."  She could act tough but the quaver in her voice told me she was suddenly not so brave. 

Her hands dropped quickly next to her hips, she leaned back on them, and suddenly she was sitting cross-legged in front of me.  Her dark muff popped into view...and something beneath before I averted my eyes.

"Oh, Buddo," she said with an amused melody in her voice. I was studying the pile of fuzzy animals on her shelves.  I knew she was laughing at me but I couldn't bring my eyes back to face her.  I was just scared or something.

The bed wobbled as she moved closer to me. Her knees pressed up against mine.  She leaned forward and put a hand on each side of my face.  Her fingers were cool and soft.  She turned me gently to look into her face.

She had a gentle but amused smile. I was keenly aware of her tits dangling halfway towards me.  I couldn't see anything lower and was just as glad of that. 

For a second I had the silly notion she was going to kiss me. She let her hands drop, brushed them across my shoulders for a second, then propped them behind her hips.  She leaned back slightly. I kept my eyes on her face deeply aware of the way her tits stood proudly erect despite her slight backward recline. Little nipples were barely poking out of the darker skin at the end of her tits.  I realized I was now studying her tits; at least they weren't scaring me anymore. Stll, I couldn't look at her crotch although the dark muff was in my peripheral vision.

"Your penis is soft now," she said.  I looked down at it and she added softly, "I like looking at it.  Is that okay?"

I nodded, then she said.  "Now, look forward slowly and look at my thing."

I stayed paralyzed.  She added in a mesmerizing voice, "Go ahead–," and she pressed her knees firmly against mine.

I raised my eyes, then, but looked at a knee, looked at the tiny little bumps along her kneecap. Then I followed slowly down along the inside of a silky-looking thigh. Little downy hairs glistened in the light.  I focused on the soft thigh trying to ignore the dark patch at the end.   

God, I was looking at it.  A soft bulge protruded from between where her legs met. Her muff thinned out along the bulge and it was very lightly haired at the bottom. Between the bulges something was barely poking through.  Her pussy looked so warm and alive, the crevice looked soft and cuddly, not at all like pictures.

"Well, what do you think?" Her voice sounded a little quavery. 

"Different–."  He didn't know if he wanted to explain about his magazines.

"It's not supposed to be like yours," she said, taking my answer in a different way.  "Here, this is more like you."

She reached down and pulled the top of her swollen lips apart.  My eyes went into the spreading pink, trying to see into her hole.  "Can you see it?" she asked.

I thought she meant we were all done.  "I guess so," I answered feeling like I was running out of time.

"Are you looking by my fingers?"

"What?"

"Here, right there."  She leaned forward and looked down between her legs.  Her hair fell forward nearly reaching her thighs. All was hidden except the top of her head.  I reached forward and spread the hair apart and the faint scent of shampoo filtered through the air.   She looked up at me with a self-conscious grin on her face.  Her face was quite close to me and I found myself studying the little ridges and curves on her lips.  Even if she was my sister, they sure looked kissable. 

She looked back down.  "Right...there....."

I looked to where she had her index fingers pressed.  A little pink knob was sticking out from under a little pink hood.  "That's it," she said.

"Oh...." I said.  My voice must have told her a lot.

"It's my clit, you idiot."

"Oh!"  I'd seen that before in the pictures but I hadn't realized what it was. 

"It's like your penis."

"I know," I said, trying to recover a little esteem. I decided to show that I did have some knowledge.  "Does it feel good?"

Her head stayed down and she was quiet for a moment.  "Does your penis feel good?"

"What?  Well, it's just there."  I glanced at it and it was just there.  Just about normal size.  Pretty surprising since I was looking at my sister's pussy.  I wondered if there was something wrong with me.  

"Does it ever feel good?" she asked.

I stuttered. "How do you mean?"

"You know what I mean?"

I stayed silent and she added, "You play with it, don't you?"

Well, that was off limits. I guess she knew that guys jacked-off although I hoped she didn't have any idea how often.  Still, it wasn't something I wanted to admit.  I stayed silent.

She seemed to be willing to let it go at that.  She was silent as well for a few moments, then said, "Mine feels good when it's touched, too."

I was staring at her little bump and started imagining her playing with it.  How on earth did she go about that, such a little thing?  I must have been doing a pretty good job imagining because I felt that special pull in my belly and my cock felt like it was ready to twitch.

Her fingers slid down and the bump disappeared behind her hands.  She circled her fingers around the swollen bulges. "These are the outer lips."  She put her fingers in the middle and pulled the crevice apart just a teentsy bit. The pink little flesh looked bright against her skin.  

"These are the inner lips," she said.  "Usually you can't see them, I don't think."  She pulled the inner lips apart a little and added, "In there is the vagina."  She giggled nervously.  I don't think you'll see much in there." 

I was looking below were she was pointing, looking at the way her flesh curved below her slit on the way to becoming her ass.  Her ass-hole was in there, I knew, real close but hidden.  

Her head raised at bit.  She was looking at my crotch.  I glanced down to see what I already knew: My cock was standing at half-mast again. 

Her hand came up, took her hair away from me, and tossed it back over her shoulders.  She was smiling again but this time she wasn't teasing me, she just looked like we were sharing a joke.

"I guess I don't have to ask if you liked that," she said glancing at my cock.

I looked back down at her slit and tried to see where the clit had gone. I was still in perfect view and felt like I was getting cheated.  "Your clit is hiding."

"Want to see more?"

"I didn't see much."

She went back down and pulled her clit into view.  I could literally feel my cock rising.  Before my sister had a chance to comment again, I said, "It's cute."

"It's not like your thing, though, is it."

"But it feels good?" I asked.

"It can."  She grinned at me.  "I suppose you would like to see a demonstration?" Her tongue popped out at me and I felt my face burning.

"I just don't see how you can do much with it."

"How do you do it with your penis?"

I started stuttering again, "I don't know."

"Oh come on, don't deny it.  How do you do it?"

"Just...kind of hold it...and stuff."

"And stuff?" she cackled. I was beet red but my cock was rising to new heights.  She looked at he and I tried to concentrate on her little nubbin.  "Tell you what--," she said.

I mumbled something and she said, "I'll show you how I do it if you show me."

I was quiet.  She was tempting me but the price was pretty darn high.

"Come on," she said.  "At least I won't have the wrong ideas about what you do.  I'm sure those would be much worse."

"I can't do that in front of you."

"You don't have to ‘it,'" she said, "just show me how it's done."

"You'll show me?" I asked.

"Might as well, I'm darn near doing it now."		

I looked down to where her fingers were holding her clit in view.  But what did she do?  The unknown was starting to work on me.  I felt my inhibitions begin to slip.  So what if I showed her. My cock was already hard.  What more could I show her.  It's not like I'll really do it.

"Okay," I said. "Just showing."

She glanced at me.  I looked at her lips waiting for her tongue to pop out again.  It didn't and I glanced back into her eyes.   "Ready?" she whispered.

I nodded and daringly dropped my hand right onto my cock.  I just held it there.  I desperately wanted to jerk but I held myself motionless.

She looked down at my hand, then, still looking, she pressed a finger against her nub.  She held it there for a moment then rotated it over the nob.  "I just play with kind of lightly," she said.

I was looking at her, holding my cock, feeling it's ridges hard and hot in my hand.  Then she paused in her rubbing and I felt like crying out, Don't stop!

"Go ahead," she said softly, show me.

I felt my insides shaking.  I slid my hand up to the head then back again. I tried not to put any pressure on it but it felt great anyway.  It felt tremendous.  I was going to stop a the bottom of the shaft, but I couldn't.  I stroked up and down again without using any pressure, then stopped at the bottom.

I could tell my sister was about to tell me to do it again but I suddenly got a cramp in a leg.  I winced.  We were still sitting cross-legged and I wasn't used to that. I tried to tilt to one side to ease the pain.

"What's the matter?" my sister asked.

"Cramp.  This leg."

"Stretch it out," she said.

I let go of my cock and leaned back.  The pain wasn't nearly enough for me to not notice that my cock was reaching for the sky.  I was just about ready to roll off the bed and stand up when my sister pulled my ankle forward, then up and let it rest on the headboard next to her head.

Now, I figured she was getting another one of those good looks at my balls that she seemed to like.  And yep, I could tell she was looking right down there.

"You just did that to get a look at my balls again."

She looked surprised, then a hangdog look crosses her face before being replaced by a cocky grin. "It's not something you ought to be shy about.  They're cute!"

I started to roll off the bed again but she put a hand on my thigh to stop me. "Where're you going?"

I wasn't sure why I was moving other than being a little self-conscious again but I wasn't going to say that.  "Aren't we done?"

"Are you tired of looking?" she asked.  She got one of those grins on her face again, then turned to the knee by her ear and gave it a kiss.  Then a nibble.  Somehow that made my groin feel like it was going to pop.  I literally saw my cock bounce.  I let a groan come out before I could catch it.

My sister stopped her nibbling (and I wanted to groan again, damn it).  She looked at me, the asked, "Leg still a problem?"

"Not really." 

She looked back at my leg. "That looks like fun."

She leaned back against the headboard (next time I was getting that headboard–-next time?) and arched her hips, then lifted one of her crossed-legs up and over.  She bumped my cock as she moved.  I hardly had time to wonder if it was on purpose before I realized my cock sure liked that.

"Oops," she said and paused with her leg lifted until my cock stopped it's bouncing. It didn't take long since it was once again trying to reach the ceiling.  She raised her leg up straight and then laid it over my own extended leg.  Her foot poked at my arm and I moved it outwards as she slid her foot in along my side, her toes digging at my hip as it slid by.

I felt her toes but my mind was elsewhere.  When she had lifted her leg, the curve of her bottom had come into view.  So smooth it looked.  Then as she had spread her leg out to the side, my eyes had gone to her pussy.  It had spread a little as she moved and something had glistened on her pussy lips.

She's horny! I realized.	

I was so distracted by that pussy that I hardly realized, until afterwards, that her little puckered a-hole had also popped into view for a second.  I felt another groan coming on but managed to control it this time.

"My oh my," she said.  I looked at her. She was looking at my cock.  "You're getting ready, aren't you?"

I looked at my cock just as a bead of pre-cum dribbled over the side.  I didn't have time to be embarrassed as my sister distracted me.  She gasped and her leg pressed suddenly strong against my side. 

Her fingers when to her clit again.  "She me how you do it. Show me some more."

"What?" I asked, not really listening to her.

"Show me how you masturbate."

It was the first time she actually said that word.  I normally would have been in a mess, her saying that and knowing that I did that.  It sounded so much more exact that ‘playing with yourself.'

But I knew now that she was hot and horny.  And what else was it that she was doing.  She wasn't just showing my how she played with herself; she was masturbating.  And I realized she had been the whole time I had just thought she was showing me. 

Without any more thinking, I grabbed my cock.  With my foot up against the headboard, that didn't turn out as I expected. I fell back and found myself looking up at the ceiling.  I had a hold of my cock, though, and gave it a real good jerk from top to bottom.

My sister's leg jerked against me again and I knew she had liked that show.   That really got me horny and I lost my inhibitions.  I was ready to give her a few more real ones.  

Only I didn't like the idea that I couldn't see her any more.  I struggled to sit up.

"What's the problem," she asked.  Her voice sounded husky and strange. 

"I want to see," I panted.

She thought for a moment, then said, "Scoot back."

I didn't know what she was talking about, but my leg was getting worse against the headboard so I didn't waste any time scooting back.  I still had a leg crossed in front of me and she pulled it out next to her hip.  I was far enough back, now, that both legs were on the bed, my feet up against the head board. 

I was horny enough now that I liked the idea that my cock and balls were out there right in her view.  Then she uncrossed her remaining leg and pushed it across my cock and laid it alongside my other hip.  

"Oopie," she said but this time I knew she had done it on purpose.  And she didn't care that I knew.

I couldn't believe how those little touches by her sent me crazy.  I had another blob of pre-cum oozing out of my cock. But I didn't have time to watch it.

"Hold still," she said.  She humped herself forward, holding herself up with her legs and shoulders.  Her hips were arched upward and her smooth bottom showed itself again.  I didn't have time to stare, however.  She scooted herself forward until her knees her by my side and her butt was resting on my thighs.  The squishy warmth of her butt was quite likely responsible for the next goop to ooze out of my cock. 

"Lay back," she ordered, "can you see?"

I tried it, "sort of," I said.  I could, if I strained my neck up.  She saw that and inched forward some more.  I saw, and felt, that anymore movement by her and my balls were going to smush against her pussy.  I wanted that so bad, yet was so scared of it.  

"That's okay, that's okay," I panted. 

And it was.  By holding my neck up just a bit, I could see the shiny lips of her cunt.  Then the top disappeared as her fingers went back over her clit. 

"You, too!" her voice hissed across the bed. 

I reached for my cock and took a couple tentative strokes.  They weren't fake like the first ones, but I was still holding back.  Soon, however, my sister's hand started wagging frantically and her hips began bouncing on my thighs.

I forgot about inhibition.  I slicked my juice over my cock and gripped it tightly.

My sister was sweating and her butt was slick on my thighs. She started to slide down between my legs.  I squeezed my legs together and felt her ass checks sqish against my thighs.  Then her butt turned hard and she humped herself back up. My legs were together now and she had plopped off to one side. I could my thigh push up in her crack as she nestled back down. As her excitement grew, her ass checks tightened and loosened, got hard and gripped my thigh, then relaxed and softened.  Her hand was moving in a frenzy and her hips her humping up and down.  I had found her rhythm, the way her bottom tensed and relaxed against my thighs, hard and soft.

I tried to keep my motions steady.  I was afraid I'd cum.  Somewhere in my mind I knew that was going to happen but I didn't think far enough ahead to think about what I would do.

My sister kept up her rapid rubbing.  Then the back of her hand brushed my balls. I thought I was going to explode.  I gripped my cock and stared at the ceiling until I was back under control.  I was just feeling proud of myself when her hand brushed my balls again.  Then after a few moments it happened again. This time it was slower and firmer.  I realized she was doing it on purpose. 

The thought of touching her pussy razed through my head.  I slid my hand down to the base of my shaft, then slid into my balls.  Tentatively I moved towards her cunt.  I brushed her hand as she stroked and I snapped back, then started to try again.

This time as her hand brushed hers I stayed in place, then tried to advance farther.  She must have realized what I was up to.  She hand suddenly dropped lower across her cunt and held steady.  I held just as steady, but then she pushed lightly against my hand.  I retreated, feeling a little miffed that she would be brushing against my balls but denying me the same freedom with her.

I went back up my cock and stroked.  I was still watching her, still watching my cock as the eye slid in and out of my hand. But the feel of her hand pressed against mine stayed in my head. I moved my hand forward towards hers, my cock tilting forward as I stroked, pointing towards her chest now instead of mine.

Now, with just a little extra tilt, I could let my hand rub against hers as she worked away.  She seemed okay with that.

"I can see your cock, the top," she panted.  I didn't know how she could talk at a time like this.  Then I realized she had said cock instead of penis. That made me grip harder.

I tilted my cock forward again and let my hand thump against hers as I stroked. She seemed to like that.  We syncopated our movements. I thumped against her hand on the way down and we momentarily pressed together before I started up again and she did her thing. 

We got good enough at that so that the backs of our fingers would rub together, play together, our fingers running across the peaks and valleys of each others fingers.  

God, I thought, what if she grabbed my cock.  

I thumped my hand roughly against hers, hoping she would grab yet scared to death that she would.  I pressed my hand tight against hers as she made vicious little circles across her cunt. 

Grab it! Grab it! my thoughts screamed.

I pushed my cock way forward, pressed against her hand.  In my mind I could see her reaching, grabbing, but underneath my hand, her hand continued it's frenetic motion.

I moaned.  "Oh grab it," I thought.  I moaned again.  Had I spoke out loud?  Then it didn't matter anymore.

Once more I imagined her hand gripping me, but instead she screamed.  And that did it.

My cock exploded.  I heard myself grunt,  heard her squeals, heard them again and again. My cum shot through my cock.  It came and came, it wouldn't stop.  Did I hear my name?  Did she call?  I listened.  Whimpers.  Was she all right?

Then, my cock still twitching, I felt exhausted.   	

I realized the mess I might have made.  I looked up. Her belly, her chest were a mess.  I felt so tired, but what was I going to do?  Such a mess. 

I realized my sister was looking at me.  "I'm sorry," I said, "such a mess."

"Oh baby," she said softly.  "Don't you worry, don't you worry." Her smile was soft and soothing.

I laid back down and let the exhaustion roll over me.  How cold anything get better than this?

