Katie and Frank had moved in across the street about 5 years ago. They had a daughter Zoe but no sons. I was probably 12 or so at the time and unfortunately, this neighborhood was lacking kids. Now, I am not the only kid in the neighborhood, nor am I the youngest. As with all new home owners, Frank and Katie made some nice changes to the house, including the craziest thing I can think of, an in ground pool. We live in a small New England town, right on the bay, and we have a few ponds in the area, so places to swim is never an issue, but Katie insisted on a pool, so a pool they got.



Zoe was a true water baby. Every chance she got, weather permitting, she was in the pool. I had befriended Katie, so I also had pool privileges. Just a year or so after moving in, Frank left Katie. He must have been going through some sort of a mid life crisis, bought himself a sports car, and hooked up with a girl probably half his age, and one night, killed her and himself in a car accident. Katie was upset enough that Frank left, but when he died, she really took it badly. Zoe did as well, and she seemed to cling to her mother quite a bit. Fortunately, Katie got the insurance money, so she was able to keep the house. I guess there was a large amount of money also that went into a trust fund for Zoe. Katie started a home based Internet business so she could spend time watching out for Zoe. Katie had asked me if I would be available to watch Zoe from time to time, as she needed to go into the city every so often to meet with clients or customers or what ever. She figured it might be a couple times a month. I had no problem with that, as Zoe and I had become close, and I could always use the money. On top of that, I seemed to be spending most of my time over there anyway.



One particularly hot afternoon, Zoe and I were in the pool. I would toss a stone into the pool, and she would dive down and retrieve it. Katie came out and joined us in the pool and was rather pleased with her daughters abilities in the water. "Did you teach her that?" she asked. "I guess so, one day I dropped a quarter out of my pocket, and she dove down and got it. We've been doing it pretty much since then." So we swam and splashed and had a good time. I kept tossing the stone and Zoe kept retrieving it, Katie took the stone and had Zoe and I race to see who could get it first. Zoe was far better at it then I was, probably because I can't keep my eye's open in the water. "I have to pee" Zoe said as she ran into the house. Katie thanked me for being there for her and Zoe, "I couldn't do any of this without you." and with that she gave me a hug.



I could feel her breasts against my chest. I'm not sure if it was the breasts or the cold from her wet top that got me, but it was the first time I felt breasts against my skin. I got a stirring feeling in my groin, but I was able to hide it, I just liked the hug. Zoe came back out and dove into the pool like a seasoned pro. Her mom tossed the stone into the deep end and Zoe went right after it. I just sat there, hoping my erection would go down. I kept checking out Katie's breasts. They were not really big, I guess now, maybe a 34C, but they were breasts, and although I had seen them on my computer, I had never seen a real one, never mind felt one. Every once in a while, I thought I might catch a nipple slip, but I was quite content with the amount of breast skin I would see from time to time. I sat there on the edge of the pool, watching Zoe and her mother play in the water. It didn't happen too often.



Katie decided it was time for Zoe to go in for dinner, so she took the stone and slid it into the pocket of my swim trunks, it was then that I realized I still had a bit of an erection. I felt Katie's hand on my pecker for a moment, then she snapped it back, "Oh god, I am so sorry," she said, and got out of the pool and went into the house, stopping only once to glance back at me. She returned with a towel, dried off and sat down.



"Seth, I really want to apologize, I did not mean to touch you like that. I had no idea." She said. "It's OK, I'm just embarrassed that I was like that, I'm the one that should be sorry." and with that, I got up and went home. Nothing was said or done and things went on for, well I'm 17 now and we're still pretty much going on as we have been.





Zoe and I would swim a lot, and if we weren't in the pool because of weather or what ever, we would watch movies and play video games. She really was like a little sister. This went on for quite a few years. Katie would go into the city for the day, and once in a while, her girlfriends would talk her into going out at night. She rarely did though. She just really wanted to be home.





One day, Katie was going into the city, this time, she was going to meet up with her girlfriends and would be home late, she figured she'd be home by 9pm. I had no problem with that. Katie kept a full refrigerator, and cupboards. The DVD collection was vast, and we always had the pool. We were all set. Katie was off to Boston, and Zoe was in the pool. Finally we went in, had some dinner, took one more swim and called it a night. Zoe went in and changed into dry shorts and a tube top. I changed into dry gym shorts and a tee shirt. We went in and put a movie going and as usual, Zoe would lay down and use my lap as a pillow. As usual, she would fall asleep, leaving me to watch the movie, or TV or what ever. As Zoe lay on my lap, she kept shifting positions, but not waking up to do so, it was annoying more than anything. The next thing I know she has her hand on my inner thigh. It almost tickles, but it's OK now that she has settled down. I am watching the movie and she starts shifting again, but this time I can feel her fingers inside the leg of my shorts, and well, I'm starting to react. Now I am again, in gym shorts, but I'm commando, so I have no help hiding it, it's going where it's going. As I got harder, I could feel it sliding against her hand, and that made it worse. Zoe shifted again, but now, her hand was on my stiffening cock. Her hand was on top and I was getting harder, sliding under her hand. I have never had anyone ever touch me there, and I like how it was feeling. Her hand was warm, and the sensation of someone else touching me, was electric. The thoughts going through my mind were so dirty, all I could think about was Katie and how her breasts felt against my chest, and what it would be like to feel them in my hands, all the while my cock is pulsating under Zoe's hot hand. I think I felt her gripping me, wrapping her fingers around me, but I was so lost in the lust of wanting Katie's breasts, and the heat from Zoe's hand, I can't be sure. I felt pre-cum dripping onto my leg, I knew I couldn't keep my cool here. I wanted to get up and go jack off, but how could I without waking Zoe up. I knew I was going to cum, I just had to keep control, but I couldn't, and before too long,.....



The living room door opened, and Katie came walking in, just in time. I shot my first load, onto the sofa, and Katie screamed. Zoe woke up, and looked down to see the white goo and the head of my cock. "What in god's name is going on here, Zoe you get your self cleaned off right now Missy!" I kept shooting, until I grabbed the base of my cock and pinched it off. "Katie, it's not what you think." I tried. "Zoe was asleep and I just had no ...." "What do you think I am, stupid? I walk in the door, and you have my daughter doing that and it's not what it I think? I know what it is and it's sick." she yelled. Zoe came back into the living room, looking over at my mess and asked "Mom, what is that?" "Don't you play innocent with me, get to your room, I will deal with you later." With that, Zoe looked back at me, and went to her room.



Katie went to the kitchen and came back with upholstery cleaner and a rag, gave them to me and made me clean the mess. "How long have you been molesting my daughter? You know, I should just call the police, I can't believe this, especially from you." she started crying. "I have trusted you for years to help keep her safe, from this exact type of thing, and look at you.....SAY SOMETHING DAMN IT!"



"Zoe had nothing to do with this, I swear. We were watching a movie and she fell asleep just like that, but her hand got close to me and I, well, I didn't have control. I swear, she didn't do anything, and I, well, I just... I'm so sorry Katie, I swear, I did not mean for this to happen. I've never even thought of anything like this happening, not with Zoe. She's like a sister to me, you know that."



Katie just sat there looking at me with tears in her eyes. She didn't say a word. She seemed to be hating me so much. I wanted to die. I wanted to leave and go home, but now, what if she does call the police. What if she calls my parents. Damn I want to die.



Katie got up and left the room, she looked back at me "Don't you move". When she came back, she had changed into sweats and a tee, and had Zoe in tow. They sat down across from me, and Katie started in on Zoe. "Zoe, how many times have you done this?" "I don't know what happened mom, I've never done anything .. ever." she exclaimed. "Has he ever touched you?" "No mom, I swear."



Katie looked at me and said "Seth, I have always thought of you like a brother to Zoe. I have watched you two for years, and you have no idea the total shock I am feeling right now. To see you having an orgasm at my daughters hand. I just don't know how to put this to words." "Zoe, I know you love Seth, and I do too, he's been a big important part of our family." she said. "But, I can see things are going differently now, Seth is growing to be a man, and well, Zoe, you are going to become a young woman. I don't want you hurt. I know how it was when your father and I met, he was older, and I was inexperienced. I think that is part of why he left us. I don't want to see you hurt like that. Seth, you and Zoe have the same age difference as Frank and I had, so I know it's possible for love to span that number of years. I don't want Zoe hurt in any way, so," Katie said standing up, "we're going to make some changes so that it doesn't happen." With that Katie took of her tee, exposing her breasts to us. For me, they were wonderful. Katie then took off the sweat pants, and was only in her panties now. "Mom, what are you doing?" Zoe asked. "Honey, I'm going to teach you two about relationships. I want you to experience them, but I want to make sure you don't get hurt, and to know exactly what it is you get into when you are in a relationship."



My hard-on was back, and with vengeance. I don't think I've ever been this hard. Katie saw what was happening, and pointed it out to Zoe. I tried to cover it up, but Katie said, no. "This is what this is about, Zoe, Seth is getting aroused, he sees me almost naked, and the natural thing is for his penis go get hard, it's normal." Zoe was sitting there staring at my cock. "Honey, right now you are probably feeling a sensation too, is that right?" "Um, yes, " "It's all normal. What is happening is your body is getting itself ready for sex. Seth, why don't you go ahead and take off your shorts," "Katie, I don't really.... I have never..." " I know Seth, so this is important for you too, go ahead, let me help you" and she came over and started helping me take my shorts off.



I was standing in Katie's living room in nothing but a tee shirt. "Zoe, that tingling you are feeling? Seth feels a tingling too, but when he feels it, it makes his penis hard. The blood builds up and if you come over, you can see the veins making him swell up." Zoe came over and took a look at it. "Now you see the liquid coming out here? That is called pre-cum. It's a lubricant, so when his body thinks he's going to have sex, he gets lubricated. The tingling sensation you are having? That will create lubricant for you too, if you put your hand down there, it will feel wet, right? Go ahead honey, it's OK." Zoe put her hand down into her shorts and brought back a wet finger. Katie reached over and took her finger and wiped some of my pre-cum off the head of my cock. "See Zoe, it looks the same doesn't it. Do you want to feel it?" Zoe took her finger and got some off my cock as well. I swear I was going to shoot my load again.



Katie went on to further explain how the stimulation of the male penis, blah blah blah, and cums, and that makes babies. Katie stood again, and took off her panties. She sat back in the chair and lifted her leg, exposing her pussy to both of us. "Zoe, have you ever looked at yourself down there with a mirror?" "Yes, but I don't have hair". "No sweaty, but you will. Seth, have you ever seen a vagina?" "No, not a real one" I replied. "Well this is a real one. Zoe, see how mine is wet and shiny? That is my lubricant, so my body thinks I might have sex, and it's ready for it. Now without going into details on things like foreplay, we'll imagine Seth and I are going to have sex, he would take his penis and put it right in here" pulling her labia apart and showing us her opening. "Seth come over here, it's easier to explain as it's happening." I went over and Katie took my cock, which almost made me cum right there, and led me to her pussy. Oh god was it hot. She pulled me by the hips and had my entire cock inside her. It felt like a steam bath. "Zoe, can you see how that is? His entire penis fits inside. Now sliding it in and out, like this..... stimulates his penis and my vagina. It will bring Seth to an orgasm, and hopefully, me too," and she used her hands on my hips to drive me in and out. It didn't take too long and I was slamming into her hard, and I came in no time at all, I even think she did too.



As I pulled out of her, Zoe looked at her mom's pussy in amazement. "Mom, I've looked at mine in a mirror, but I don't think he will fit in me, he's too big and mines not as big as yours." she said. "Don't be silly, yours will open up just fine, come on I'll show you" Katie said. With that she helped take Zoe's shorts off, and Zoe took her top off as well. Zoe was just starting to grow breast. They were like little mounds, but her little nipples seemed to be hard. Zoe laid down on the floor, and Katie sat on the floor next to her. "Seth, Zoe, I'm first going to teach you about foreplay. It has the word PLAY in it, and it's basically playing with each other. Seth, come and show me how you would want to play with her vagina." I went over and sat on the floor. Zoe was breathing hard I think in anticipation. I took my hand and spread Zoe's labia, exposing her wetness. I ran my finger up and down her slit, feeling the wetness, the lubrication. Zoe squirmed, and seemed to enjoy it. "Take your finger and massage her here, but gently" Katie said, pointing out Zoe's clit. Zoe really liked that, so I kept doing it, until Zoe started grinding harder onto my finger. "Zoe" Katie said, "that was an orgasm wasn't it great?" "It was mom, I liked it." "Seth I want to show you something else, Zoe, spread your legs a bit. This is oral sex, it's very exiting, and will help build up the lube. Seth what you do is kiss her and lick her here, and pay attention to here," pointing out the slit and clit. "Go ahead and try" she said.

I took and started kissing on Zoe's bald pussy. I licked her and stuck my tongue to her clit. I could smell her and it was like musky, but I liked it. I licked her clit harder, and she really seamed to like that too. "Take your tongue and slide it in and out of here" Katie said pointing to Zoe's opening, so I did. Zoe was getting ready to have another orgasm, and I looked over at Katie. Katie had her eye's closed, and was massaging her own pussy. I kept licking Zoe until I knew she had her orgasm and pointed her mom out. Zoe and I sat there watching Katie rub her pussy and tits. Katie opened her eyes and smiled a little, but never stopped rubbing. "Mom, can I do that too?" Zoe asked. "Sure baby" Zoe reached over and started rubbing her mother's pussy. Katie jumped "I thought you meant yourself" Zoe said "No mom, I want to make you feel good, like Seth did me" Zoe then started to eat her mom's pussy. Katie laid back, and spread her pussy giving her daughter full access. "Mom is that Seth's stuff I taste?" "Yes, do you like it?" "I think so" and back to licking her mom's pussy she went. Before long Katie was bucking and grinding against her daughters face, pulling her by the head, tighter. I don't know if Zoe could breath or not, but Katie was moaning and grunting like an animal. She reached over and pulled me closer to her, and guided my cock to her mouth. Katie took me in and pumped on me. I took her by the back of the head and drove my cock into her mouth, pumping and pumping. Katie had a suck hold on me, and was massaging my balls. I was about to cum and Katie took me out of her mouth. "Zoe, here, take this" and she pointed my cock into Zoe's mouth. Zoe closed her lips around the head of my cock and Katie stroked me and massaged my balls till I shot into Zoe's mouth. Cum dripped out of the sides of her mouth, and she tried to swallow it, but it was just too much, Katie licked the cum from the lips of her daughter, then took me from Zoe and sucked me clean.



I collapsed on the floor, and just lie there, hoping to catch my breath. "Was that good?" Zoe asked me. "I have never felt anything like that before in my life." "Me neither" Zoe replied. "This is just the beginning, you have no idea how much better it can get." Katie piped in......