Mandy was excited. She'd turned fifteen and now her parents were going to let her make some money babysitting. Her first babysitting job was for her uncle and aunt, Bob and Julie. She already knew the kids, of course, because they were her cousins. She'd even babysat for them before, but not for money.

She arrived at their house promptly, with her homework and a book she wanted to read. She was met by her Uncle, who, as usual, gave her a big bear hug. She liked his hugs. There was something about being enveloped in strong arms, and having her young body pressed against his hard muscles that made her all happy inside.

"Boy howdy!" he drawled, holding her at arm's length. "You sure are growing up, girl. Why just look at those nice plump boobies you've grown!"

"UNCLE BOB!" she squealed, giggling. Right then her aunt came into the room.

"Bob! Don't tease your favorite niece," she said with mock severity.

"Who's teasing?" he growled, moving his face closer to Mandy's chest. "They HAVE grown ... and they look good enough to ... EAT!" he roared, like a bear and then pushed his face into her teen breasts. He wiggled his face sideways, eyes closed, lips making a motor running type noise as she shrieked and laughed, struggling to free her arms from his grip.

"BOB!" barked his wife. "Leave the poor girl alone. She's got enough boys trying to get into her panties without you giving her a hard time."

Bob pulled his face back, gave his niece a kiss on her nose and whispered "I bet they taste yummy too!" With a wink he let her go and started putting on his coat. Mandy grinned at him. He really was her favorite uncle. He seemed so real and fun, and he treated her like she was all grown up instead of like a kid.

She got her instructions from Aunt Julie and then the couple left. Her two cousins were quite young, and only had an hour left before bedtime. So for an hour she played games with them and read them stories. Then they went to bed and she was able to do her homework.

Mandy woke up to the sound of a key in the lock. She'd fallen asleep on the couch while she was reading. She looked at her watch. It was two in the morning. Her mother had told her to just sleep over, since it was at her Uncle's house and they all knew that the event would last until quite late.

There was a guest bedroom that Mandy could have used, but she like sitting on the soft couch by the fire. She got up to meet them at the front door.

The door swung open and there was Uncle Bob, tall and strong, with a very limp Aunt Julie hanging from his side in his arms. Her eyes were open, but weren't very focused, and she was singing some song, but you couldn't understand the words.

"Help me get her up to bed" huffed her uncle. "She had a little too much to drink."

Together they carried Aunt Julie up to the bedroom. Uncle Bob started undressing her. "Get her pants for me Mandy. She'll be a lot more comfortable without all this stuff on."

The first thing they did was take off Aunt Julie's blouse. Under that she had on a pale purple bra that was gorgeous. It had a pattern in it, but was otherwise see-through. Her big round areolas were clearly visible through the fabric. Uncle Bob rolled her to one side and reached behind her. The bra went slack.

Mandy watched in awe as her aunt's body came into view. Aunt Julie had big firm breasts with prominent nipples on them. As Uncle Bob bared them from the bra he leaned down and gave each distended nipple a quick suckle. "There's my babies" he said as Mandy stared at him, amazed at what she was seeing. Now aunt Julie had on only panties. Mandy had seen such panties before, but only in exotic magazines. They were pale purple, and obviously matched the bra. You could see right through them. They covered her pubic hair, but little else, and the waistband was little more than strings that went up high on her hips and then to the back. Mandy thought she'd never seen anything so feminine and sexy. Uncle Bob pointed at them and said "You get that side and I'll get this side." They tried to pull them off her wide hips, but they couldn't.

Uncle Bob said "Watch this ... and be ready." Then, with one hand, he reached out and put one finger on the outside of Aunt Julie's panties, right about where the top of her split would be. He pushed down and then ran the finger in a circle.

Aunt Julie went "Ohhhhh fuck" and her hips came up off the bed.

"NOW!" Said Bob and he yanked his side of her panties down. Mandy hadn't moved. She was just astonished at what she'd just seen.

"Mandy, we'll never get them off of her if you don't help" said her uncle grinning. Get ready." Then he tickled his wife's clitty again. Again she groaned and her ass came up off the bed. This time Mandy was ready and she pulled. In an instant Bob had pulled the panties the rest of the way off and her aunt was lying completely naked in front of her.

And she was ... writhing. That was the best word for it. Her hips were moving and her hands were opening and clenching. Uncle Bob stood up. "Uh Oh, I got her going. Now I'm in trouble."

"What do you mean?" asked his niece.

"She's horny!" he said. "And that means she wants some dick."

Mandy blushed and Bob said "Sorry. I had a little too much to drink too." He went on "That's part of the problem. When she gets horny like this, and I don't make her cum, she's a bear in the morning."

Mandy had recovered her composure, though she still couldn't believe she was having this conversation with her uncle. "So ... why don't you just ... make her cum?"

Bob looked at her, bleary eyed. "That's an excellent suggestion, but the only way I've ever gotten Julie to have an orgasm is with my prick ... er ... I mean penis."

Mandy blushed again, but she was determined for her uncle to remember her as being adult about all this. "OK, so use your ... penis."

"That's the trouble" he moaned. "When I've had this much to drink it never works like it's supposed to. I can't get it hard when I've had this much to drink." He stood there, dejected. His eyes slid down to Mandy's chest. "Unless..." he faded off. "No! That would be wrong!"

"What?" asked his young niece.

"I can think of ONE way to get it stiff, but it would be wrong," he said.

"How?" said his innocent young niece.

"Well ... if ... you helped me..." he hung his head.

Mandy felt a thrill of danger sweep through her body. "What do you mean? How could I help you?" she said.

"Well, you turn me on. NO! WAIT! That's NOT what I meant to say. I mean you're a girl, right? And if a girl ... touched it. I'm sure it would get hard. But I couldn't ask you to do that Mandy. You're my niece!"

Mandy thought for a minute. This was all very interesting. She'd never gotten to see a real grown up beautiful woman naked before. Nobody ever showed any skin of any kind in her house. She might get to see and do all kinds of interesting things if she "helped" her Uncle. Plus he'd said she turned him on, never mind his denial.

"But Uncle Bob" she said in her best little girl voice. "I love you and Aunt Julie, and if I could help you ... help her ... I think I should try. Don't you?"

Bob licked his lips. His alcohol muddled mind wasn't thinking like it should have. "Yeah, OK" he said. Then he started stripping down.

Mandy watched as her uncle got naked in front of her. She knew her parents would not approve of this. But she was going to get to see a real live penis, not in a picture, or on a video snuck from some parent's stash, but right here in front of her. She held her breath as he slid his under shorts down past his hips.

There it was. His dick.

She was just a little disappointed. It didn't look very impressive. It looked like an under stuffed sausage, lying mashed and limp against his balls. Now his BALLS were impressive. They were big and bulging. They made her think of babies and she shuddered as she realized those balls were full of the stuff that made babies. If that stuff got inside her it could make a baby. She jerked. Now where had THAT thought come from? She wasn't planning on having any babies for a long long time.

Her disappointment must have shown, because when Bob looked up and saw her face he grinned. "It gets bigger, pumpkin ... lots bigger. I take it you've never seen one before."

Mandy puffed her bottom lip out. "Of COURSE I've seen one before. I'm almost a woman, you know."

Now he got a strange somehow hot look on his face. "Oh I know how grown up you are, pumpkin. Come here and let's see if we can get the beast to roar."

She timidly walked over to him and he took her hand. He showed her how to hold his penis, how to stroke it and squeeze it. As she did she felt it begin to get a more substantial feel to it, like someone was pumping something firm into it. She let go to change hands and saw that now, instead of lying on top of those amazing balls, it was standing out from his body a little. It still drooped, pointing at her knees, but it was longer and thicker too. She jacked on him more aggressively and he winced. "Careful there honey bear. You don't want to yank it out at the roots."

Mandy felt terrible. She let go completely and said "I'm sorry Uncle Bob. I didn't mean to hurt you. I'm just no good at this." There was a tear in her eye.

Her uncle put his arms around her, pressing his naked body up against her. "Hey, sweetie, you're just inexperienced. Don't worry your pretty head. It's working, just not quick enough. I have another idea." He took her face in his hands and kissed her. His lips were soft and full and Mandy felt like he was sucking her very consciousness out of her body with those lips. The tip of his tongue slipped between her lips and then his tongue followed, making her weak with the feeling of her first French kiss. When he pulled his lips from hers she was gasping. She saw him look down and she looked too. Now his cock was almost straight out from his body. It had grown an inch and was big enough around that she didn't think her fingers would reach all the way around it. She reached out and skinned the foreskin back and over the head several times, making sure she did it gently. He sighed. "Ahhhhhhhhh. That's it baby. Now do one more thing for me and it will be ready. I want you to kiss it ... like I just kissed you."

Mandy stared at her Uncle. She knew what a blow job was, of course. She'd seen them on the stolen video tapes too. She'd never thought of doing that to a boy ... or a man. But the prick in her hand looked like it might not be so bad to ... kiss ... or ... lick ... or ... more.

Very slowly she sunk to her knees. It bobbed in front of her face. She pursed her lips and kissed the tip, gently, softly, lovingly. The tip of her tongue came out and teased the little hole in the tip and her Uncle hissed. She put her hand around it - she was right, her fingers didn't meet - and it felt much harder. She let her lips loosen and flow over, around the sides of the head. When the head was inside her mouth she swirled her tongue around it and sucked.

She didn't know how hard to suck, so she sucked hard, like she would on the straw of a milk shake. She felt her uncle's hands on her head and heard his anguished "Ohhhh shiiiiitttt Mandy." Then he pulled her head off his cock.

"Wait Uncle Bob!" she complained. This was fun.

"Mandy, honey, I'm supposed to shoot in my wife, not in your mouth," he said. "Now help me with Julie."

They spread his wife's legs and he mounted her. He fumbled his hand between them, grasping his boner and trying to stick it in his wife. He was having trouble so Mandy stepped forward. "Let go, Uncle Bob. Here." She grasped his cock and aimed it between her Aunt's puffy pussy lips. He pushed and she saw the head slip into those lips, disappearing like magic.

Aunt Julie went "MMmmmmmmmmm."

Once the tip was in Uncle Bob lurched forward, and suddenly his entire huge penis slammed into Aunt Julie's pussy. Aunt Julie went Ahhhhhhhhhhhh" Her hips bucked up off the bed and Uncle Bob started fucking his wife, right in front of their amazed niece.

Mandy watched, her mouth open as her uncle slammed that big, thick, rigid piece of meat into her Aunt's swollen pussy. It obviously didn't hurt. Julie's arms came up and her hands slapped onto her husband's butt cheeks, urging him on. She was moaning and saying things that Mandy couldn't quite understand. At one point Bob said "OK, she's close now." Then he sunk his head down and fastened his mouth onto one of those thrusting nipples. Aunt Julie went "OOHHHOWWWWAAAAHHHHH" and stated thrashing her hips all over. Her head flopped back and forth, her long black hair flailing in the air. Mandy had had orgasms before, brought on by her own fingers, usually in the bathtub, so she knew what those felt like. but they never made her do THIS!. Her aunt was going WILD.

Finally her aunt sunk back onto the bed, limp. Uncle Bob stopped sliding his boner in and out and just hung there, supported by his arms, breathing heavily. "I want to cum" he mumbled. "But it's just going to take too much work." He slowly rolled sideways and Mandy had to scramble out of his way as he landed on his back beside his now snoring wife. His cock was still standing up straight, though it had a shiny, almost greasy kind of look to it now. His hand came up and he jacked his cock several times. "Mandy? Honey? Could you help out your old Uncle Bob just a little bit more?"

Mandy was excited at everything that had happened. She found she was breathing hard too. "OK Uncle Bob" she said.

"Could you kiss it again? Like you did before?" he said.

Mandy was on her knees right beside his hips, and the stiff rod that so fascinated her was right there in front of her. She leaned over and covered the knob with her mouth, sucking hard. "Ohhhhhh fuuuuck" said her uncle. His eyes closed. "Sweetie, you're a natural born cock-sucker" he groaned as she worked on the head of his cock. She knew that some women slid their mouths up and down on a man's penis, like in the videos, but she liked playing with the tip more. So that's what she did.

Her uncle tensed under her. "Mandy, honey, Uncle Bob is going to cum now. You need to take your mouth off now honey, or my stuff will get in it." Mandy obediently lifted her head and instinctively jacked on his cock with her hand. That little hole she liked teasing with her tongue opened up wider and a stream of thick white fluid shot out of it. As Mandy jerked her head back that stream arced up into the air almost as high as her head and then fell back onto his stomach. Almost immediately another stream spurted out as she continued jacking. This one fell right back on his cock and her hand.

She marveled at how hot the stuff felt on her hand. Acting on some instinct she didn't know she had, her head darted back down and she covered the head of his cock again as another weaker shot of the stuff came out. It filled her mouth and she swirled it around, tasting it. It had a musky, slightly sweet taste and she swallowed it as still more pumped into her mouth. Bob groaned "Ohhhh Mandy honey." Two more shots and he was done. Mandy leaned back on her heels and smacked her lips. Now both of her relatives were lying there snoring. She got a blanket and draped it over them. Then she went back to the couch and fell asleep by the fire.

In the morning she was awakened by her Uncle. "Morning sweet cheeks" he said, holding out a glass of orange juice to her. She took it and drank it thirstily. "Um ... sweetie? About last night. I don't think it would be a good idea for anybody to find out what we did."

She looked at him. "Well my parents would KILL me if THEY found out, so I'm sure not gonna tell anybody. It was fun, though." she finished.

Bob stared down at her. "Well, we can keep it our little secret and maybe we can have some fun again some time. OK?"

"Great!" she said and jumped up to hug him. This time she kissed him on the lips, like he had kissed her the night before. He returned the kiss and she felt him grind his hips into hers.

The next weekend Mandy got hired by some friends of her parents. They had six kids and were so happy to get out and away from them for a night that when they came back home and saw that everything was fine, they gave Mandy not only her wages, but a tip of twenty dollars too. With her newly earned money, Mandy went shopping. She looked at lots of things, but couldn't make up her mind what she wanted to get with her first real earned money. Then she came to the Victoria's Secret store in the mall. The manikin in the window had on the exact same panties and bra that Aunt Julie had been wearing that night when she'd learned so much. She went in.

The woman behind the counter looked knowingly at the young girl who came in, eyes aglow, looking everywhere at once. She saw girls like this all the time, just entering the flush of full sexual maturity. Regardless of what society said, these girls were baby machines waiting to be turned on. Nature had done its work to make them capable of bearing children. It was up to her to help these girls become a woman who men wanted ... and wanted badly. She smiled at the nice looking girl. "Hello, dear. Are you wanting to make a boy interested, drive a boy crazy, or get yourself knocked up?"

Mandy looked around in awe. "Knocked up, I think" she said in a far away voice. The woman smiled.