Fred Wilson was sat on his front porch thinking about life, well, his life in particular. He was turning 40 tomorrow.

What an age, he thought to himself as he sat in his favorite rocking chair, when did I get so damn old? Fred remembered when he was nineteen with thick black hair that was constantly gelled back, tight jeans, and his most prided possession; a studded leather jacket. He still had the black hair, even though he had tell-tale grey spots, and the jeans and jacket were probably in the attic surrounded by dust bunnies which didn't matter really as they wouldn't fit him now.

All the girls that knew him back then wanted a piece of him. And he shared himself around as much as possible. More than one girl in the little town he'd grown up in had lost their virginity to a teenage Fred. Heck, there was probably more than ten! A devilish smile crept across his face as he remembered the faces of all, well, almost all, of the girls he'd ever screwed. Half of them were only a day over sixteen if they were lucky.

"Uncle Fred!"

Fred snapped out of his reverie as he heard his niece calling him. She was staying with him for the weekend as her mother, his sister, was at a work training conference for the week and there was no one but him to babysit. Poppy's father had ditched both women when Poppy was at the tender age of 11. Fred would never forgive the bastard and his blood boiled when he thought about it. His niece shouted again and he realised he had not answered her.

"What's up sugar?" he called back across the grass.

His only niece was pruning the flowers and digging up weeds out of his front yard. Poppy gestured with her hand to come over to where she was. She looked quite startled which was unusual, it was only some light gardening work.

"What's wrong? You finished already?" he asked, walking towards her.

She'd only started an hour ago and there was plenty of work to do. Poppy shook her head and pointed at a patch of dirt about a yard away from her.

Fred followed her finger and noticed a frog and a very still frog at that. He paled slightly as he realised the very still frog was in fact dead. The poor thing had two holes in its back, probably from the garden fork Poppy was using.

"Don't worry hon, I'm sure it was just an accident," he reassured her. "It wasn't your fault at all."

Poppy ignored his comforting and promptly burst into tears.

Fred panicked; he wasn't good with women when they cried. Cries of pleasure, he was an expert, but with tears he was a total idiot. He pulled his niece towards him into a hug, hoping she'd calm down.

"Hush," he whispered in her ear. "I just said it wasn't your fault. We all do things wrong sometimes. Don't get upset."

Poppy sniffed and rubbed her runny nose against his shirt. She felt awful. She'd never killed anything in all her fifteen years on this planet. She loved frogs as well, they were so cute, and she'd never harm one, let alone kill one.

Fred began to worry when she didn't stop crying. What the hell should I do now? He thought to himself. First off, he'd better move the frog he realised. Poppy was staring at it with horror in her baby blue eyes. He let go of her gently.

"Go inside, I'll sort this out. Make a drink of juice or something and have a chocolate bar. You need to calm yourself down," he told her and patted her on the back.

Poppy turned away with one last glance at the poor creature then made her way slowly into the house. Once she was gone, Fred grabbed one of the garbage bags she was using to put the garden waste in and gently tipped the frog inside. Tying the bag, he threw it in the trash can and then cleared away all the garden equipment. He doubted his niece would venture into the garden at all for some time after what had happened. He walked into the house and washed his hands before looking for Poppy. She was sat at the kitchen counter, staring into space.

"Yo?" he clicked his fingers.

Poppy jumped at the noise but didn't say anything. She felt numb and hadn't even made herself a drink. She also felt quite sick.

"Come here," said Fred. He stood her up and wrapped his arms around her once more as she buried her head into his chest. "Look, I've hurt animals too, I fish, remember?"

Poppy just mumbled so he took it as a "yes".

"Well," he continued. "That's kind of the same as what happened today. But you didn't mean to kill that frog; I mean to kill fish so I can eat them. So you can't blame yourself as you didn't mean to kill the frog. Does that make sense?" Fred wasn't quite sure if he'd just made things worse.

Poppy lifted her tear-stained face away from his shirt and looked up at him. "It makes sense," she told him. "I think."

They both giggled and Poppy felt a bit better. She loved her Uncle very much. He wasn't like her other two Uncles; they were her father's brothers and when he'd run away she never heard from them again. But her Mom's brother wasn't like that; he'd retired early at 35 and now spent most of his time in his workshop or fishing.

"That's my girl," said Fred.

Poppy felt her heart swell. She loved being Uncle Fred's "girl", it made her feel special.

"Uncle Fred? I'm going to lie down for a bit, I feel a bit tired," she said. She knew she wouldn't sleep as she was still shaken up by needed to cool down as the heat was sweltering outside.

"Sure thing, sweetie," he replied. He kissed her cheek tenderly and sighed as he watched her run upstairs.

Fred cared about his sister Sally and his niece more than anyone else in the world and he hated to see either one of them hurt. He knew that Poppy would be torn up for ages about that poor frog and wished he could find the right words to make her understand it was an accident.

Sighing again, he decided to take a leaf out of his niece's book and have a nap. It was hot out today and age was catching up with him. He stripped down to his boxers and lay on the cool sheets of the bed and was soon fast asleep.

The next morning, Poppy awoke lying on top of the bed sheets, fully dressed. She couldn't believe how long she'd slept and felt hot and sweaty so decided to go for a shower. She yawned widely and undressed as she walked down the hallway. It was early and she knew that her Uncle liked to sleep late. He claimed he deserved it after waking up at 5am everyday, including Sundays, when he used to work.

By the time she reached the bathroom door, she was fully naked and was holding her clothes in a bundle under her arm. She could dump them in the laundry basket that was in the bathroom. Poppy was just about to open the door when it opened by itself, as if by magic. She was stunned until her Uncle walked out of the bathroom drying his hair with a towel. She froze and stared at her Uncle.

He was naked.

Fred also froze as he opened his eyes and stopped drying his hair.

Poppy was naked.

They both stood there as naked as the day they were born, fixed to one spot as if held by invisible ropes when Poppy realised what was going on and pushed past her Uncle into the bathroom and slammed the door shut and locked it.

"Sorry!" she shouted weakly from inside the bathroom.

Fred unfroze and tried to regain his composure, he could have sworn he felt a breast against his right arm when she'd pushed past him.

"It's okay! No problem!" he shouted back, still dazed.

Poppy leaned against the door and felt a pain in her chest. It took her a moment to comprehend that she was holding her breath and she let it out in one gust, releasing her lungs. She felt a tingling in her right breast and realised that she'd brushed it against her Uncle in her hurry to get into the security of the bathroom. The nipple was standing erect and proud and she pinched it without thinking. She jumped as pleasure shot through her and jerked her hand away.

Poppy felt very confused. There had been a look in her Uncle's eyes she'd seen before. Longing perhaps? Maybe even lust? She shivered at the thought of her Uncle lusting over her. Could he really like her? She'd never thought of herself as very attractive, but standing at five six barefoot, with long brown hair that almost reached her waist, bright green eyes, and a slim body, she was very attractive indeed to every male that saw her. She'd received lots of positive comments about her appearance from friends and family but never thought she was beautiful, just pretty.

Shaking her head and still feeling confused, she started up the shower and set the temperature as high as she could stand it. She lathered shower gel all over her body, and washed herself thoroughly on her breasts, lingering to pinch her nipples slightly, and between her legs. She felt that familiar rush of heat to her stomach and kept washing that sensitive area. The feeling in her loins became stronger and stronger until it seemed to burst every nerve in her body. Poppy collapsed on the shower floor. She'd had orgasms before but never as strong as that. It took her a few minutes to regain her composure before she was able to finish her shower and dry off. She wrapped her towel around her carefully, opened the bathroom door, and practically sprinted to her room.

Fred tensed and stopped what he was doing as he heard Poppy's footsteps in the hallway and then the door of her room closing. He relaxed and carried on. He was furiously jerking his cock which was harder than he had felt it in years. He moaned as quietly as he could while his balls emptied themselves as his seed shot onto the towel placed carefully on his bed. He felt dizzy for a few minutes as he regulated his breathing back to normal, he hadn't cum that good in a long time.

He felt ashamed and guilty though as he began to clean up the towel which had his spend on it. He was imagining Poppy's naked body. She was absolutely drop-dead gorgeous. Her breasts were perfectly sized for his hand, he could tell just by looking at them, and were topped with pink nipples that begged to be licked and sucked. And her pussy, with that brown patch of fluff barely covering those sexy lips he knew lurked beneath it, looked divine.

He hadn't thought Poppy would be awake this early when he came out of the bathroom, it was 8am and he'd expected her to sleep for another couple of hours. After what had happened yesterday, he'd decided she would wake when she was ready.

Even though he knew it was wrong, he was more than pleasantly surprised to have seen her lush body. In his mind he was still picturing every detail and he knew he'd never forget that sight as long as he lived.

Fred shook his head to clear the thoughts away and vowed that was the last time he'd masturbate over his niece. She was fifteen and he was nearly 40. His thoughts began to wander again but he concentrated on getting dressed and how he could apologise to his niece before he was tempted to jack off once more. He put on his tracksuit and running shoes and decided to go for a run to get away from Poppy for a while so he could sort things out in his head. He jogged down the stairs and was about to open the front door when Poppy followed him.

"Wait!" she shouted.

Fred stopped reluctantly and turned around. "OK, as long as you're not all naked again, my heart can't take anymore frights like that. I'm getting old you know," he joked, hoping to ease the tension he was expecting.

Poppy laughed and stuck her tongue out at her Uncle. She was glad he'd made a joke about it; she was expecting tension as well. "Oh, be quiet, old man," she teased. "I wish YOU wouldn't walk around naked, you've probably scarred me for life."

Fred laughed as well and looked at his niece now that it was safe to and instantly regretted it. She was dressed in her own running gear but hers consisted of tight blue shorts and an even tighter blue tank top. He almost sighed with relief as he noticed she was wearing a bra. He was sure he wouldn't be able to resist a feel if she wasn't.

"Come on then," Poppy said. "We're going for a run aren't we?" She'd hurried to get dressed after hearing her Uncle jogging down the stairs, but it wasn't an accident that she was revealing a little more skin than she usually would. She wanted to test how much restraint her Uncle had.

Fred blinked. "I'M going for a run, you're not tagging along."

Poppy put her hands on her hips, thrust her chest out, and frowned. "WE are going for a run, don't bother arguing."

Fred shook his head after a quick glance at her chest and sprinted out of the door and across the front lawn. Poppy slammed the door behind her and chased after him. Fred ran as long as he could but age caught up with him and so did Poppy when he began to slow down after two miles.

"Hey, old man," she winked at him.

Fred ignored her and carried on running but stopped when they reached the local park and sat on a bench to catch his breath. Poppy wanted to keep going but stopped as well and sat beside him.

"You carry on, I'm fine," panted Fred. He should really run more often, he thought to himself.

"Naw, I don't mind. We can have a walk around the park when you get your breath back," Poppy smiled. She was quite tired too but wouldn't admit it.

They chatted about nothing in particular for ten minutes as both of them caught their breath. Each was thinking of the incident this morning, but neither said anything about it.

"Come on then," said Fred. His heartbeat had returned to its normal pace. "We can have a quick walk around and then go home."

Poppy nodded and they walked around the park for an hour, circling the lake which was in the centre. They barely talked as each was deep in thought.

Poppy was thinking about this morning and picturing her Uncle naked. She was concentrating on her Uncle's penis. That was a strange word to use, she thought. She contemplated some of the names she'd heard from her girlfriends and decided that "cock" sounded the best to her as penis was too clinical. She knew very little about cocks, her Uncle's was the first one she'd ever seen up close and personal, so to speak. The others she'd seen were in porn films off the Internet or diagrams in textbooks at school. Poppy wondered why her Uncle's cock was standing up slightly then realised that it must have been hard! She jumped physically at the thought and felt both turned on and curious.

"You ok?" Fred asked. He'd noticed her jump.

"I'm fine," she said absent-mindedly.

"OK," he said. He too was deep in thought.

In fact, he was picturing his niece naked again, despite his best intentions not to. Unlike Poppy, Fred had a LOT of experience in the sex department and knew for a fact that his niece was beautiful. He was lost in a fantasy where he was able to actually touch those wonderful orbs on her chest and slide a finger deep inside that hot pussy. He knew this would never happen but had come to the conclusion that fantasizing wasn't hurting anyone, and, as long as Poppy didn't find out, he was fine to continue masturbating over her. He realised he had a hard on and was glad he was wearing the tight boxer shorts under his sweatpants that he used to avoid discomfort when he ran. He hoped Poppy wouldn't look down as he knew there would still be a noticeable lump in his pants.

After a few more minutes, Poppy's stomach rumbled and she remembered she hadn't had breakfast. She looked at her watch and was shocked that it was 10am. "Hey, can we go back? I'm starving!" Poppy nudged Fred out of his daydream.

"Sure, I'm hungry too," he laughed. "All we seem to think about is food!"

Poppy laughed with him and they jogged home. Fred needed another shower but Poppy said she'd have one later and went into the kitchen where he presumed she'd make herself some cereal. Fred took a cold shower to calm his erection down.

Fred turned the water temperature in the shower down as low as he could without catching pneumonia and washed himself briskly, thinking of everything but Poppy. He dried and dressed and was relieved to see his erection had vanished completely. He walked down the stairs and could smell bacon frying. As he got further down the stairs, he also recognised the smell of eggs and sausages. His stomach grumbled loudly at the mouth-watering aromas.

As he entered the kitchen, he saw Poppy in front of the stove, expertly turning over the bacon and frying his eggs just how he liked them. The sausages were already waiting on the plates, begging to be eaten and Fred sat on a stool at the breakfast bar and pulled a plate of them towards him.

"Oi, hands off!" Poppy snapped at him. She had turned around to put the bacon on the plate and seen her greedy Uncle about to cut into the sausages. "Can't you wait two minutes?"

Fred put on his best starving man face. "But I'm starving! I'm wilting away, look!" He pulled his shirt front away from his stomach, flapping the material back and forth to prove his point.

Poppy laughed, he was wearing a baggy t-shirt and she knew he wasn't underweight. In fact, he had a toned stomach that most men his age would envy and a well-muscled chest thanks to his, usually, healthy diet and regular exercise. She stopped herself as she began imagining him without the t-shirt and put the bacon and eggs on his plate.

"Here, and don't rush eating or else you'll be ill," she ordered.

"Yes, ma'am," mumbled her Uncle, his mouth already full of bacon.

Poppy smiled and served herself. They both sat in silence which was only broken by the sound of chewing and her Uncle's occasional burps which were followed by an audible smack on the arm from Poppy.

After a few of these rather painful blows, Fred became upset. "That hurts you know, I'm only being manly," he said, burping again.

Poppy wrinkled her nose in disgust and stretched out her arm to hit her Uncle but he was too fast and held her wrist. Her other arm shot out and he grabbed that wrist also.

"Ha!" Fred laughed as Poppy struggled to escape. "You're supposed to be nice. I am getting OLD after all."

Poppy giggled and stopped struggling. "I suppose you're right," she sighed. "You're too OLD to wrestle with me anymore..."

Fred loosened his grip on her wrists slightly and Poppy took the chance to break free. She stuck her tongue out at him and ran into the living room. Fred stayed sat in the kitchen and thought things over.

He used to wrestle with Poppy all the time when she was younger. It had stopped though once he realised she was maturing physically into a woman. That was two years ago. Fred had stopped the wrestling to avoid any uncomfortable situations, like the one he was about to get himself into. Maybe nothing will happen, he thought, it might just be an innocent and playful wrestling match between a guy and his niece.

So, with that in mind, Fred crept into the living room, being as silent as he could manage. He crouched down behind his favourite armchair and risked a quick look around the room. He couldn't see Poppy anywhere. Unless, he thought, she might be in the hallway.

Fred stood up and walked slowly into the hallway. He looked left and couldn't see her. He looked right and nearly jumped out of his skin when Poppy flung herself at him. He fell back a few paces trying to keep his balance as his niece wrapped her arms around his neck and hung on tightly.

"Poppy!" he yelled.

Poppy just laughed and lifted her legs off the ground and swung them about. Fred felt pain in his neck and decided enough was enough. His hands found her ass and he squeezed hard as he lifted her. Poppy yelped and quickly put her feet onto the floor, taking most of her weight off her Uncle. She kept her arms wrapped around his neck but he could manage that.

"What did you do that for?!" she yelled almost directly in his ear.

Fred winced as he felt his eardrums complain at the noise. He growled and squeezed her ass cheeks again, though not as forcefully as before. "Because you almost broke my neck!" he replied. It was a bit of an exaggeration but his neck was quite sore.

Poppy froze suddenly. Her Uncle had squeezed her ass, but this time it didn't hurt. It felt ... nice. She moaned quietly but as her mouth was near Fred's left ear, he heard it clearly.

Shit, he thought, so much for innocence. He realised his hands were still on Poppy's ass and he reacted instinctively by massaging it gently. His niece moaned again and he felt his prick making a tent in the front of his pants. He rubbed his erection against Poppy's shorts, feeling the heat radiating from her pussy.

Poppy didn't understand what was happening to her. She felt something stiff rub between her legs and looked down to see a lump in the front of her Uncle's pants. He was HARD! She was amazed that she had given her Uncle an erection twice in one day. She concentrated on the feeling that her Uncle's cock was giving her pussy as it rubbed against it and moaned again. She looked up at her Uncle to see how he was reacting and, before she could think about it, kissed him on the lips.

Fred's hands stopped mid-squeeze on Poppy's ass cheeks as she kissed him. She WANTED this! All thoughts of guilt were thrown from his mind and his hands resumed their previous actions. He opened his mouth to rub his tongue over her lips. Poppy's lips instinctively opened and they were soon making out like a couple of horny teenagers.

Fred couldn't take this much longer, his cock was desperate for some attention and his balls needed emptying. He stopped kissing his niece for a moment. "Poppy?" he whispered in her ear.

"Mmm?" she said. That was all she could manage right now.

"Well, er ... I know this is probably weird and everything but..." Fred stumbled over his words. "No, forget it. I can't do this." He let go off Poppy and took a step back, trying to put some space between them.

"What's wrong? Wasn't it nice?" Poppy asked her Uncle. She thought he was enjoying this.

Fred shook his head. "Of course it was nice. It was damn right amazing, but it's wrong honey."