My name is Walter and I'm 39 years old. My niece D.J. turned 14 a year ago and she is very special to me. Every year I give her something special for Valentines, and every year I get a kiss on the cheek from her. I had been lusting after D.J. ever since she was 12, just waiting for her to be grown up enough for me to be her lover. Last year just after she turned 14 (the age of consent in our state) I decided to take her out on her first date. I knew my brother wouldn't let her date until she was twenty-one. He was a little old fashioned in his beliefs about dating.

So it was Valentines Day 2011 and I was getting everything ready for our date. I had the reservations at the best Italian restaurant in our town. (her favorite) I also booked the best room in the country club that I'm a member of so I could dance with her all night. I even booked a live band to play a mix of old and new music. Afterwards I had the Newlywed Suite of the local Clarion Hotel reserved for her very special first time being made love to. In the room I had a bottle of champaign on ice. There was also a heart shaped hot tub that I had ready with a bottle of bubble bath next to it. I didn't want her drunk but I did want her to drink enough to relax her.

I knew she might be resistant to my plans for the end of the night so the wine at dinner and the champaign at the hotel hopefully would put her in the mood. At the very least it would lower her inhibitions to a point that I would be able to talk her into anything. The other reason I had been planning all this was that every time I've been around her for the past couple of years she's been very flirty with me and even let me get glimpses of her little breasts whenever she bent over to pick up something she "accidentally" dropped in front of me. So this night was going to be the night I would find out if she was just teasing or if she really wanted something to happen.

I picked her up at my brother's house at 5 p.m. D.J.'s mother had died in childbirth and so it was left to my brother to raise his baby girl. He thought it was fine that I was being so nice to his daughter. If he only knew what I had planned for later that night he might have cut my balls off and stuffed them down my throat. Anyway I had a corsage, a bouquet of flowers, and a heart shaped box of mixed cream center chocolates. D.J. really lit up when she saw everything I had brought, or maybe it was just because I was there. Either way I was happy at her reaction.

She took the bouquet of flowers and the chocolates. Looking straight at her dad she said, "You better not touch my chocolates while I'm gone, or else mister."

He licked his lips and I gave him an icy stare. He gulped knowing that I was serious about this. I dominated him when we were kids and he was still a little afraid of me. He knew I would give him a beat down if he touched anything of hers. She put the flowers in a vase with water and the packet of preservative that came with the flowers. The corsage was in a small vial of the same preservative.

When she came back into the room after putting her chocolates and flowers in her bedroom she came over to me and kissed me right on the lips. It was only a quick peck because her dad was standing there but I felt her lips part slightly and her tongue licked across my lips. I opened the box the corsage was in and slipped the fingers of my left hand into her blouse so I didn't pin it to her breast. At least that was my justification. The real reason was so I could get a little feel of her soft breast.

She was wearing a nice silk blouse that I had bought her the previous Christmas, and the jean skirt I had given her for her birthday. As I was pinning her corsage on I could feel she wasn't wearing a bra and that caused a little stirring in my pants. Luckily I took the precaution of wearing briefs and had my cock pointed up so it wouldn't be noticed by anyone who wasn't pressed against me. So as we left I opened the door to the car so she could get in. Then I closed the door and went around to get in the driver's seat. I drove us to the restaurant and she lit up even more, seeing the sign of the restaurant as we pulled in. Like I had said earlier she loved this restaurant, only she didn't get to come here very often because her dad wasn't as well off as I was.

I parked, got out and went around opening the door so she could get out. As she stood up, before I could even close the car door, she wrapped her arms around my neck and gave me a kiss that was nowhere near the kind of kiss a niece should give her uncle. She had pushed her tongue into my mouth as soon as our lips came together. I wrapped my arms around her and held her as we got lost in that kiss. All of a sudden I heard a noise and realized I was still standing in the parking lot kissing my 14 year old niece. Even though it was legal in our state for a 14 year old to be with an adult, if anyone who knew us saw me kissing her like that not only would I most likely be in jail for incest, but my brother would kill me thinking I took advantage of his little girl.

As we were eating D.J. asked, "Uncle Walter? What all do you have planned for tonight?"

"I wanted to keep that all a surprise. Why do you ask?"

"Well, most of the dates my friends at school talk about end with sex. I was wondering if you were going to have sex with me?"

"Only if you want to, Sweetheart."

"I do. It's just..." she looked down at her plate and was pushing a clam around (from her fettuccine with clam sauce) her plate nervously. She took a deep breath when I had prompted her to continue and said, "It's just that one of my friends is a senior and she is kind of shy around boys. She is a small girl and looks younger than me, but she isn't." I nodded and she continued, "So we made a pledge that we would lose our virginity to the same person on the same night. Kind of a double header so to speak."

"Let me guess. You want to go pick up this friend before we go and make love so she can have a turn also?"

D.J. couldn't look me in the eyes as she whispered, "If it's okay with you, that is?"

I turned in the horse shoe shaped bench we were sitting on so I could look at her. I lifted her head up so our eyes met and said, "If she means that much to you that you would want to share me with her on your special night, then I would be honored to bring you both into womanhood."

I know it was kind of cheesy but it was all I could think of at the moment. She kissed me with tears in her eyes and then said, "Thank you, Uncle. This will be the best day of our lives." As I thought about fucking two cute teen girls I was having trouble keeping my cock from getting erect in my pants.

D.J. took out her cell phone and was about to dial her friend's number when I said, "Maybe we shouldn't tell her that I'm your uncle. It might not look too good if she were to know that. Also from now on just call me Walter. You can drop the uncle part, okay?"

She agreed and as she was going to dial again she asked, "Are we going to do it right after dinner or did you have other things planned?"

"I was going to take you dancing, just you and me at the country club, but I could cancel that so we have plenty of time for the both of you."

"Although I like to dance I think that spending time with my friend and getting to know each other might be better for the evening's plans."

I agreed and she finally made her phone call. She told me that we would need to go into the girl's dwelling to talk to her mom before she could go with us. I thought for a moment and was just about to call it off when D.J. said, "Don't worry, Walter. Her mom knows all about what we are going to do tonight. She thinks it's nice that I have such a caring boyfriend to help her daughter to become a woman on the same night as her best friend."

Under my breath I said, "Yeh, but does she know that your boyfriend is almost three times as old as you?" She giggled at that even though I was trying hard for her not to hear what I had just said. We finished our dinner and D.J. ordered a special meal for her friend to eat while we all got to know each other.

I drove by the country club where the band had just finished getting their gear set up. I apologized saying, "I hate to do this but my lady friend isn't feeling well. I think it was a bad clam or something. Here is the balance of what I owe you and here is a Ben Franklin for each of you for all your trouble."

They thanked me and gave me their sympathies on my date's condition. I stopped at the country club's office and dropped off the envelope with the fee for booking the room and a note telling them thanks. As I got into the car my GPS started talking as soon as we were at the exit to the parking lot. Apparently D.J. had put in the address to her friend's place. I followed the directions from the talking built-in GPS in the dash of my SUV. I pulled up to a run-down looking apartment building. D.J. pointed me in the direction of her friend's guest parking space. I started to worry that when we got back to my Ford Expedition that there wouldn't be anything left but the shell. That's how bad the neighborhood looked.

As we got out and walked up to the building I could see gang style graffiti all over the walls. When we get to the front door D.J. pushed a button and a woman's voice asked, "Who is it?"

D.J. pushed the talk button and told her who it was and seconds later I heard the buzzing sound of a security lock and the clunk of it unlocking. D.J. reached for the door and pulled it open. We went inside and she led me to the elevators. She pushed the button to go up and we waited for what seemed like an eternity for the elevator car to arrive. As we got in I saw more gang graffiti on the inside of the elevator. It seemed that gang members lived there. D.J. pushed the button for the fifth floor. The door closed and we went slowly up. (Express elevator it wasn't.)

It took almost 10 minutes for us to get to the fifth floor. It felt like the longest 10 minutes of my life because the elevator was making all kinds of noises that I don't think an elevator should make. It was actually groaning as it brought us to the fifth floor. When the doors opened there was more graffiti on the walls of the hallway. D.J. didn't notice or she had seen it all before because she just took my hand and led me to her friend's door. It was already open and a cute girl who looked to be 12 was standing there to greet us. At first I thought she might be a younger sister but when D.J. hugged her friend I was amazed at how young she looked. I knew her real age had to be at least 17 if she was a senior. She looked at me wide eyed and said, "Come in. Mom wants to ask you some questions."

She pulled D.J. aside and whispered, "Where did you find him? He looks older than your dad."

D.J. said, "He's a real good friend of the family and I've always heard that older guys really know how to treat the ladies. I've been in love with him ever since I knew what love was. Besides Steph, I've seen the bulge in his pants and it makes me wet just thinking of him pushing it into me. You'll see. He's the one you've been waiting for."

Her friend shrugged, then led us down the hall to their living room. There on the couch was a woman in a bathrobe that wasn't tied too tight and one of her breasts was hanging out while she smoked a cigarette. I could also see her bush sticking out between the lower portion of the robe and it looked like a forest was growing under there. She would have been an attractive woman if she lost the cigarette and shaved off the bush. She was still in great shape. It's just a woman that is unkempt and smokes turns me off big time. If it weren't for my niece and her friend looking so hot I might have lost my hard-on.

The woman turned toward me which caused her to lift one leg onto the couch and opened the robe even more. Now I had a full view of her pubic area and not only did she have hair above her pussy but it looked like it was a pair of bush panties. I could see her hair go up and over her hips and I could also see it going down between her legs and could visualize hair all over her ass. For a second I thought it could be fur panties but the hair was coarse and curly.

She said, "So you are the guy who will fuck my daughter. How old are you anyway?"

I told her I was 38 and she asked, "Why does a good looking man like you want a little girl when you can have a woman?" as she waved her hand over her body.

I bit my tongue because I could have been rude and tell her what I really thought of her but that wouldn't be conducive to me getting into her daughter's panties. D.J. nudged her friend and Steph said, "Mom, cover yourself before you make him sick, or he will have to go home before he can make me a woman."

Her mother glared at her daughter but stood up and closed her robe better. Yet before she closed her robe she held it open and shook her hips and breasts back and forth with her tongue out like a little girl. Both D.J. and Steph rolled their eyes at her display. I was trying not to barf all over her because as she closed her robe a funky odor filled my nostrils making me feel sick. She smelled like she hadn't cleaned her cunt in years. (I may be exaggerating, but I doubt it.) She sat back down and picked up the cigarette she had set in the ashtray, putting it back in her mouth.

I was beginning to feel sorry for Steph because if she lived in a place like this looking the way she does and with a mother who looked and acted the way she was now, I wondered how she hadn't been raped before now. If I had my way I would get her mom to give up her parental rights and take her in myself. Then again if I did that her mom might out my relationship with D.J. and her daughter.

We decided to leave before Steph's mother did anything else inappropriate. On our way to the hotel Steph was quiet, while D.J. sat in the middle of the front seat with her arms wrapped around my right arm. When we pulled into the parking lot of the hotel D.J. looked at me confused. I just smiled as I parked in the under ground parking and led them to the private elevator to our suite. As we neared the top floor I could tell that Steph was having second thoughts. In the room I popped the cork on the champaign and filled 3 glasses. I handed one to D.J. and the second to Steph, taking the last one for myself. I gestured for them to sit on the couch and then sat down between them.

I wanted Steph to become comfortable with me before we went to the bedroom and got down to business so to speak. I found out that both girls had very little experience when it came to sex. They did however have plenty of knowledge about what they wanted to try. Both girls wanted to learn everything about masturbating a guy as well as blow-jobs. Then they told me what position they wanted to lose their cherries with. D.J. wanted to be on top in the classic cowgirl position. Steph wanted her first time to be doggie style. Even though most girls don't like it, both girls wanted me to be the first to do anal sex with them. I had warned them about the possible complications that can be encountered during anal sex, like the pain, and the possibility that they would have dirty underwear because the muscles would need to stretch to accommodate my girth and may not recover fast enough, things like that.

I made the first move by turning to D.J. and pulling her face close enough to kiss. Since we had already shared a rather passionate kiss in the restaurant parking lot she was comfortable with me kissing her again. We were really getting into our kiss when I felt someone reach around me and begin to undo my pants. I figured that Steph was feeling left out so I broke the kiss with my niece and turned to engage in an equally passionate kiss as I had given to D.J. Steph was a little reluctant to let my tongue in her mouth but I took my time and slowly she opened up for me. She still had the taste of the dinner we had given her when we arrived at the room. However it didn't take anything away from the passion and love I was showing this girl in the way I kissed her.

I was moving my hands up and down her back, first over her shirt and then under it. She tensed up when she felt my hands touch her skin but relaxed as she sensed that I wasn't going to go straight for her breasts like a boy would do. I wanted her to be relaxed, otherwise when we got to the main event her pussy would tighten causing her and me both more pain than is necessary for a girl's first time.

She was beginning to really relax when D.J. reached around and was finishing what Steph had started, with my pants, going so far as to pull my hard cock out into the light of the room. She leaned against my back laying her cheek against my shoulder blades as her hands wrapped around my freed cock for the first time. I groaned which caused Steph to pull back and look down to see why I had made that noise.

When she saw my cock she blushed as her breath caught in her throat. She tentatively reached down and touched the tip of my cock with her finger. She ran her finger back and forth through the slit that had already started to leak pre-cum. She brought her sticky finger to her nose and smelled my musk as she rubbed the sticky, slippery, juice between her thumb and finger. She snaked her tongue out and licked the fluid off her finger and thumb. There wasn't much so I didn't think she would get a true sampling of my flavor, but I was wrong as she smiled and sucked on her finger and thumb to get every last drop.

My cock twitched in my niece's hands as she bent over, taking the top three inches of my cock that D.J.'s hands were too small to hold into her mouth. She was gently sucking and licking the tip of my cock gathering more and more of my man juice on her tongue. It seemed she had taken a liking to my unique flavor. When she finally raised off my cock she stood up and went around me to join D.J. She took hold of D.J.'s face and pulled her into an open mouth kiss where she transferred some of my man cream into her friend's mouth. The way they kissed it looked like they had done that before. French kissing I mean, not passing pre-cum between them. The girls had already told me they had never been with a boy before.

While they kissed I reached up under each of their shirts and slid my hand up to cup one of their breasts each. They closed their eyes as I pinched and twisted their nipples between thumb and finger. They both moaned as I switched back and forth between both of their breasts. I removed my hands from under their shirts and took hold of the hem of D.J.'s blouse. She lifted her arms in the air and only stopped kissing Steph long enough for the shirt to get past her lips. I took hold of Steph's shirt next and lifted it with the same resulting actions. Neither of them were wearing bras but I knew that from when I was under their shirts and had no obstacles in my way to play with their breasts.

Now that their breasts were in the open I had access to play with them even easier. Also now that they were bare I could see that D.J. had brownish nipples and areolas where as Steph had light pink nipples and areolas that almost disappeared into the skin of her small breasts. Even with Steph being 3 years older than D.J., she looked much younger and was also smaller all around. D.J. was 3 inches taller at 5'10", compared to Steph's 5'7" frame. Steph's breasts were barely an 'A' cup where D.J.'s were an average 'C' cup. They were both beautiful, and I wasn't one of those men who went gaga over large breasts anyway. While they continued to kiss which I thought was sexy, I leaned in and managed to use my tongue and lips to get a nipple from each of their closest breasts in my mouth to suck on.

I felt them writhing and moving around and when I disengaged from their nipples I saw that they were completely naked and the shorts that Steph had on and the skirt that D.J. was wearing were in a pile on the floor. I also noticed that there were no panties with Steph's shorts or D.J.'s skirt. My cock was still very hard because all during their kiss both girls had a hand around my cock stroking up and down in unison.

I leaned in again but this time I pulled in Steph then D.J., giving them both a kiss before saying, "I think we should move over to the bed so we can be more comfortable."

Once on the bed with me in between the two girls, they worked to remove my shirt, then my shoes so my pants and briefs could be removed completely. Now that I was as naked as they were each of the girls was running her hands all over my body as I used one hand on each of them to do the same thing. Their skin was so soft and as I dragged a finger through their slits I felt an abundance of moisture. Both girls' hips thrust back and forth as my finger slid through their slits. Occasionally they would freeze and shake with a mini orgasm as my finger would graze their clits.

Now it was D.J. who leaned over to take the tip of my cock in her mouth, as she sucked on it like she used to suck on her thumb when she was 3 years old. For a second a vision of my niece at 3 sucking my cock went through my head and to my surprise that image triggered me to shoot her mouth full of cum.

It was so unexpected I had no time to warn her but to her credit she never stopped sucking and even was able to swallow most of it. What she didn't swallow Steph licked up off her chin. Then they shared another kiss. D.J. had saved some more cum for Steph and passed it to her. The girls passed it back and forth until it was all gone. Then they both attacked me with kisses on my chest, face, and stomach.

I couldn't believe how Steph had changed from when I first met her to now as they both took turns sucking me back to full hardness. It didn't take them long before I could hammer ten inch spikes with my cock. It was that hard because the girls were wiggling their butts on either side of me, pointed invitingly at my face. It was that plus the stimulation of their talented tongues and mouths.

I had been fingering their pussies while they worked to get me hard. So when D.J. turned around she was sopping wet and ready to slide down on my hard pole. As she started to sit on my cock she stopped and grimaced as I felt the tip of my cock come up against her hymen. Knowing it was better to get it over with quickly I thrust my hips up, putting an end to that little piece of flesh that signified the end of her virginity. She squealed a little and lost her concentration causing her to drop the rest of the way down to sit on my hips. Her eyes were wide in surprise as she panted through the pain of losing her cherry.

When her breathing was under control she moaned as she tested the waters, lifting up and then dropping back down. She did this a few times then smiled as the pain from the recent loss of her virginity became a distant memory. D.J. was trying different things as she lifted and fell by twisting her hips at the top, then the bottom, grinding her clit against my thumb. I had put my thumb down by the base of my cock to add some extra stimulation. Her eyes closed as my other hand reached up to play with her nipples.

Meanwhile Steph sucked on the nipple I wasn't touching. I decided that Steph had things up top taken care of so I moved that hand to her hips which were still pointed at me, and she moaned into D.J.'s breast as 3 of my fingers slid into her without any resistance. I realized she wasn't going to have the same pain as D.J. because her hymen wasn't there anymore.

I wondered if maybe she had been keeping a secret from D.J. about her virginity. I did know that some girls use different objects to masturbate and most times they remove their hymens in the process. I would need to talk to Steph in private to find out what had happened for sure. I had a feeling she might be too embarrassed to talk in front D.J., especially if she had been raped.

D.J. had sped up her rocking and I could feel that her internal muscles were preparing to go into the orgasmic flutter. As that happened she screamed out her pleasure. She collapsed onto my chest while I rubbed my thumb over her clit and kissed her deep on the lips to keep the feelings alive. I was also rocking my hips keeping my cock going in and out until I also had my orgasm, filling my niece's pussy with my man cream. She sighed as she felt the pulses of cum enter her no longer virgin tunnel.

Steph was also cumming on my fingers after she had disengaged from D.J.'s tits when she fell forward. Steph's butt was still in the air but her head was lying on the bed. She was breathing heavily and that caused her butt to ungulate. I kept her pleasure going by thumbing her clit until I could tell she needed to come down. Her whole body went limp when I removed my fingers from her at the same time my cock slid out of my niece. Both girls were still breathing hard and were still in the throes of a blissful orgasm. I coaxed Steph to turn around so her head was up near D.J.'s and mine. Then I enfolded both of them into a big hug. I knew from experience that a girl loved to be cuddled after a good cum and these two were no different.

After an hour of cuddling I was ready to help Steph become a woman as she had told her mom. However I still wanted to talk to her first. I asked D.J. to go to the other room so I could talk to Steph for a few minutes before we made love. D.J. knew she could trust me with her friend and left without any arguing. Once the door to the bedroom was closed I asked, "Steph? I noticed that your hymen is gone. What happened?"

She lowered her head and I could hear some soft sobs before she said, "When I was 14 I was raped by my mom's boyfriend at the time."

I lifted her head and said, "There is no need to cry about something like that. It isn't your fault."

"But I've been lying to D.J. for the last three years telling her I was still a virgin."

I gave her a soft kiss and said, "As far as I'm concerned you didn't lie to her. Being raped is no way to lose your virginity, and in my eyes you are still a virgin. Until you consent to being made love to then you are still pure. If you don't mind would you tell me how he was able to rape you?"

I leaned back against the headboard and pulled her into my lap wrapping my arms around her. She sighed and said, "It was on a Friday night when my mom and Tim, that was his name, came home from a dinner date. They had both been drinking and I was sitting on the living room couch watching TV in my night shirt. It was short so I tried to pull it down to cover my panties but Tim was leering at me.

"My mom saw him looking and said, 'If you want that little cunt then you can have it. She's been asking for a good screwing for months, the little slut. I bet that big cock of yours will shut her up for a while.' I was shaking my head the whole time and started to cry when she called me a slut. They each grabbed one of my arms and led me stumbling to my bed.

"I tried to get away but they were holding on too tight. In my room Tim ripped my shirt off me, burning my back when the fabric rubbed across it before it ripped. Mom grabbed my panties and hurt me by pulling them up until they ripped. She pulled what was left over my head and threw them to Tim, who put them to his nose. Then mom held me as Tim took off his clothes. I closed my eyes tight so I didn't have to look at him. Mom saw my eyes shut and slapped me telling me to watch my first lover get naked for me. I reluctantly opened my eyes and watched this man who I hardly knew get naked. His cock wasn't as big as yours but when you are a 14 year old girl who still looks like she is 9 years old it looked huge.

"I was shaking. I was so scared as mom took my shoulders while Tim lifted my feet off the floor, throwing me on the bed. Tim went to the foot of the bed crawling up to my feet. He took hold of my legs as I tried to keep them together but he was too strong, and mom slapped me a couple more times telling me to open for him. I finally gave up and let Tim pull my legs apart. He moved quickly to position himself between my thighs before I changed my mind and closed my legs again. I was shaking with fear as he took hold of his cock and placed it against my virgin lips. Mom laughed saying, 'Look at the cunt shake in anticipation of her first man. She must be real excited.' At that moment I hated her."

Steph stopped and took a deep breath before she continued. "Mom held me down as Tim slammed his cock forward, getting it all in me in one thrust. I tried to scream because of the pain but mom put her hands over my mouth saying, 'Quiet, Bitch. We don't need you waking the neighbors and having them call the cops because you are making too much noise.' I laid there and sobbed as he continued to rape me.

"Then Tim said, 'Karen? Why don't you put her mouth to better use by giving her that cunt of yours to eat.' A shiver went down my spine as mom removed her clothes and sat on my face facing Tim. She smelled like she did when you smelled her today and I couldn't turn my head to get away from it. One of them started to pinch my nipples as mom said, 'Either eat my cunt or we'll cut your nipples off.' So I opened my mouth and began to lick her as she rubbed her cunt all over my face. I don't know what I hated more; being fucked by Tim or being forced to eat my mom's stinky cunt. After they both had orgasms, they left me there while I curled up into the fetal position before I cried myself to sleep."