byMany Feathers©

Every one in a while, you have one of those kinds of experiences that simply stay with you in memory forever. This is one of mine.

Every year for as long as I could remember we would travel down to visit with my Cousins Brenda and her older sister Marsha. Don't get me wrong, I really enjoyed visiting with them, but I was a senior in High School and rather than travel off to visit my cousins over spring break, I wanted desperately to stay home instead. Brenda and I were the same age, but Marsha was two years older and had been attending College at a nearby University though still living at home.

As I had a girlfriend of course, the last thing I wanted to do then was travel with my mother and my Uncle, since he was coming up to get us. I said and did everything I could think of to get out of the trip, but it was totally useless. Resigned to it then, the only thing that would make the trip easier to stand was when I learned Brenda would be coming up with my Uncle to share the ride back with me. At least I'd have someone to visit with during the long fourteen-hour drive.

Admittedly, I hadn't seen either of my cousins for a couple of years. And it was one of the arguments made for going this time. We'd missed visiting with them the year before as my Uncle had been out of town on business during the time we would normally have gone to see them. So as it was, I was a little curious to see how my two cousins had been doing. We'd been very close ever since we were kids, and that closeness still remained over the course of the years.

They arrived late in the afternoon, and as it was going to be a quick turnaround trip for all of us, there was very little time to do anything but have a quick dinner and chat for a while and then head to bed early as my Uncle was planning on leaving at O'dark-thirty.

The first thing I noticed was how much Brenda had truly changed over the course of two and a half years basically. I had remembered her as being fairly "chubby" most of her life, thick glasses and mousy brown hair. The Woman that greeted me at our door was as different as night and day. For one, Brenda had colored her hair, and was now a blonde. Secondly, she'd changed over to wearing contacts, which made a hell of a difference in her looks right there. But the biggest, and I mean biggest difference was the fact that she had shed several pounds, and hadn't lost her bust line in the process. Brenda had always had fairly large breasts to begin with, as did her sister Marsha. But the fact that she wasn't the same old chubby cousin I once knew made a remarkable difference in her appearance as well as her self-esteem and her attitude.

"Well cousin. How've you been?" She said giving me a perfunctory kiss, a hug and a huge bright white smile.

"Wow Brenda, you've sure changed since the last time I saw you!" I mean I said the obvious, true. But we'd always been open with one another since we were kids, and to state anything different now when I was obviously thinking it wouldn't have been me, or us for that matter.

" do like the new me then huh?"

"Yea. You look great!" I said having been caught looking at her breasts momentarily.

Once when we were a lot younger in years, Brenda had blackened both of my eyes once for teasing her about her then "budding" boobies by having swung a garden hose at me, and hitting me across the face.

"No "tit" jokes this time huh? She said.

And I caught the meaning as well as the memory. "Nope, not this time kiddo." And I meant it too.

My Uncle had driven up in a truck and camper. So at least Brenda and I would have some time to sit and visit on the drive without having to sit and listen to my mother and her father. Suddenly the trip wasn't looking all that bad, and we had some serious catching up to do anyway.

As we had a fairly small home, my mother of course took their bedroom, (Dad was away on business), and I gave up my room so that Brenda would have a bed to sleep in, taking a sleeping bag and a pad for myself in the front-room on the floor. My Uncle took what was called the Guest Room downstairs in a mostly unfinished basement except for that one spare bedroom. At ten o'clock then, everyone turned in as we were getting up so early. But ten was way too early for me under any circumstances. I lay on the floor in the dark for nearly an hour trying to get to sleep, but wasn't having much luck doing it. A few minutes later I heard someone approaching in the darkness from the back bedrooms and immediately knew that it had to be Brenda. Obviously she was having the same difficulty sleeping that I was. Though I was only wearing my shorts, I wasn't too worried about Brenda's coming in to see me. After all as I mentioned, we'd seen each other in various states of undress over the years anyway. Though probably not down to bra's, panties, and boxer shorts as I was now wearing perhaps.

I flipped the sleeping bag over myself, still sitting half in and half out of the bag when she came into the room and plopped down on the mat beside me. Brenda was wearing a yellow "baby-doll" nightgown, but with the darkness and her being my cousin, there wasn't anything real weird about seeing her like this. Only that she'd "obviously" changed since I had last seen her, and hadn't expected to see her wearing something quite as "sexy" as the nightgown was. But I put that thought behind me quickly however, reminding myself she was my cousin, and though we were close, her being seen wearing it in front of me was no big deal to her either.

"Couldn't sleep." She whispered to me as she sat down. "You?"

"Nope. Me neither." I replied. "Besides, we can sleep most of the way back to your place. Riding out back in the camper will have some advantages I guess."

I had to admit, with Brenda sitting cross-legged so close to me, it was still easy to make out the fact that her breasts were pressing against the material of that fairly sheer yellow nightgown. And I was a little surprised that even after two years she still felt comfortable around me to wear it without so much as a worry or concern I might be "thinking" about her obvious assets just sitting beneath it.

"It will give us a chance to talk about 'stuff' too." Brenda added then, continuing on with our conversation.

"Stuff?" I picked up. Curious a little then as to what 'stuff' she might be referring too.

I could tell she was hedging on starting any conversation about whatever was bothering her. Obviously she'd intended on talking about it with me during the ride instead. But I pressed her anyway.

"Come on Brenda, now you've got my curiosity all fired up. What stuff?"

"Don't know if this is the best time to talk with you about it. But I know once Dad's asleep that an earthquake wouldn't wake him."

I laughed at that. "Yea, mom's that way too."

Maybe that eased her mind somewhat, especially since we'd certainly hear anyone coming along time before they ever made it as far as the living room.

"Remember two years ago, you told me how you and that girl you were seeing were starting to get pretty serious?"

She was talking about Tracy* and though we'd discussed it back then, I was a little embarrassed to tell her we'd not made a whole lot of progress in our relationship until this year. And even then, nothing to write home about basically. Tracy and I still hadn't even gotten off first base with one another yet.

"Well what I wanted to tell you, believe it or not, was that I was a little bit jealous when you told me that. I know I shouldn't feel that way. After all I am your cousin. But you know how I was back then, certainly didn't look anything like I do now for sure."

"No kidding Brenda!" And I thought she was going to hit me again then, but she gave me a friendly, cousinly shove instead.

"I'm trying to be serious here David!" And I could tell by the inflection of the tone in her voice that she really was trying to be serious too.

"Ok. Ok. Why don't you tell me what's bothering you then?"

Brenda paused once again taking a deep breath. I could see she was having difficulty trying to come up with the words to whatever it was she was trying to say, so I patiently waited without bugging her about it again.

"Whew!" She said finally. "This is hard. But OK, here it is. I'm sure that by now, you've probably been with a girl."

It wasn't a question exactly, so I didn't answer her either. But I also didn't have the heart to tell her that I was still a virgin, I mean guys didn't admit to it if they were, but certainly loved to brag if they weren't. So I was caught somewhere between the two with her. I was actually more worried that she was about to tell me that she wasn't anymore, and wasn't sure I wanted to hear the details either. Now I was starting to feel a little jealous, and somewhat excited, as I knew we were about to travel down one of those sexual discussion roads. And though I had certainly enjoyed them in the past, talking with both Brenda and Marsha, I wasn't sure I was quite prepared to do so now all things considered.

"The reason I'm asking, is... I've never been with a boy, ever." She waited, letting this one sink in. I started to respond but she cut me off, so I let her continue, still wondering where all of this was going.

"I've started seeing a guy, and though nothings happened in any way shape or form between us, I know that he is experienced, I know his ex-girlfriend, and I know they had 'sex' with each other." Brenda had been talking fairly softly anyway, but the word 'sex' was spoken so softly I almost missed it.

"I'm really worried that he's going to end up dumping me, especially if I don't 'put-out' and I have no intention of doing that anyway. I'm still a 'virgin'. And once again Brenda spoke that word in the same low toned softness, that had I not been leaning even closer to her now than I had been, I'd have missed that one too.

"But what we've talked about, is maybe doing other 'stuff". And so, there was that word again. The other 'stuff' she had been referring to was the question she was eventually going to arrive at and ask me about.

"I'm not sure exactly what 'stuff" you think it is I can help you with." I finally managed to say. And I pulled the top of the sleeping bag up over me more than it had been. I was getting uncomfortably excited sitting here talking to Brenda about all this. And trying to hide a growing erection was soon going to be causing me some real problems.

"David. You and I have always been able to talk about anything right?"

"Yea........" I said, elongating the word to both answer as well as ask the question that was coming next.

"And we have been pretty close. Probably a lot closer than most cousins usually are too."

"And........" Once again, answered, asking.

Brenda one again drew in a deep breath, and paused before continuing. And I was sitting on pins and needles now wondering what the hell she was finally getting at. And excited and anxious to find out what it really was.

"OK. Here it is. I've never even seen a boy's penis before. Not for real anyway. Sure, I've seen 'stuff" in magazines, I've even seen one of those 'porno-books' but seeing that, and seeing a real one are two different things.

So the big secret was finally out. But the revelation of this was still beyond me, and I wasn't sure what it was that I could say or do......

"What I was wondering was, would you let me see yours?" Well, you could have knocked me over with a feather. That was about the last thing I ever expected to hear from my cousin Brenda.

"Your serious? You've never seen a man's cock before?" I was going to say something along the lines of "Your serious, you expect me to show you mine?" But I knew before I even responded, that saying it that way would more than likely end our discussion right then and there. And as excited, as this was all starting to get, that's the last thing I wanted to have happen. And then I used the terms, "mans" and "cock" to put a slightly more naughty emphasis on this increasingly interesting discussion as well.

I know she was blushing. I could still see enough of a color change in her face even in the dark to realize that she was.

"You don't think I'm weird for asking you that?" She finished saying.

"Weird? No. Flattered actually. I'm glad you feel comfortable enough to ask me, and if you really are serious, I don't have any problem with it if you don't."

So. It had taken awhile, but we'd finally gotten there. But now that we were there, the next obstacle was showing her. I was already erect, and was that the way she expected to see it? Or not.

"Ah, before I do show you. I think you need to know that all this talk about sex has me hard already, so if you expected to see it otherwise, it's going to be awhile." I tried to say this sort of tongue in cheek to put her at ease. But to my surprise, she seemed delighted in fact.

"You already have a hard on?"

Even I hardly ever used that term. We called them "boners" usually. Or "stiffies", but hard -on's were such a strange term to be hearing someone using, especially Brenda. So that now I felt like the one who was the less experienced of the two of us. And I simply nodded my head yes that I did.

What happened next happened so fast and so unexpectedly that I didn't know how to react, and in fact didn't. I figured it would be a simple matter of flipping the sleeping bag cover from off the top of me. As I was wearing boxers, I could already feel and tell that my cock had already long ago slipped through the constantly available opening.

It was Brenda however that suddenly reached down and pulled the cover off her self. But she didn't exactly stop there either. My cock obviously was sticking straight up and out of my shorts, and she did sit there for a moment looking at it, then at me, smiling. I figured the show was about over then, but like a snake to a snake charmer, she continued to sit there staring at "it" at me, until I was starting to feel a little embarrassed by the whole situation that had developed here. When she reached out and actually took me in her hand, I was caught totally unawares and unprepared for it. But not to the point of reacting to her, but in not reacting at all. Once again I seemed frozen in place, in time really. As everything around me seemed to suddenly go blank. All I could see was my cousin Brenda, sitting cross-legged in a see-through yellow nightgown, holding onto my cock, and I was basically paralyzed.

It was when she began to stroke it however that I suddenly seemed to come back down to reality.


She stopped stroking it. And I thought silently to myself. "Stupid ass!"

She looked at me then with a concerned and questioning expression. "Oh David. I'm sorry, I guess I just sort of went, I don't know, went....."

"Brenda, shhhhhhh!" I said. Her voice defiantly having risen to one in which made me fearful even, that we might actually wake my mother at least. "It's Ok, touch me if you want to. I don't mind. Really."

Thankfully, she'd never let go of me. If she had, she might not have touched me after that. But as it was, she continued to fondle my prick, actually exploring it with her mind as much as she was exploring me with her hands. And then she started asking me questions. And that did get a little weird, but extremely exciting as well.

"I'm so surprised at how hard it actually feels. Yet so soft feeling too."

I could only lie there now, watching her play with me. Perhaps too dumbfounded to believe that here we were, lying on the floor in my parents front room with my cousin Brenda jacking me off. Though I'm sure that wasn't her initial intention at the time.

"Can I see and play with your balls too?"

If I thought I'd been surprised before, I was even more so now with this very frank and very innocently honest request. And besides, who was I to say "No" under these conditions?

I reached down then, and simply pulled my boxers the rest of the way off so that she could see the entire 'package' together. I even bent one leg at the knee to help her accommodate that. And then she leaned over to lie down on her side to look at me. When she did this, she brought her own still pussy clad panties just mere inches away from my face. And then an idea hit me. But hell, I was starting to think with my cock now anyway, and since she was laying here playing with me, I figured "What the hell!" I knew I was taking a gigantic risk here. There was no telling how she was about to respond, but at least I'd never know unless I tried it. So I reached out and slid my finger up the impression of her pussy slit on the outside of her panties.

Brenda moaned.

I shivered.

Nervous, scared, frightened in case anyone should walk in and catch us doing this, all rolled up into one.

"You cold?"


I could have told her I was nervous, scared, frightened. And that would have ended everything too, possibly. But what I said only intensified everything.


"You won't think anything less of me for this?" She asked me then.

"Shit!" I thought. Now I was worried.

Was she going to feel guilty afterwards, thinking about what we'd done that we still hadn't yet really been doing?

"Brenda. We are cousins yes. But we've always been close. Probably closer than most, maybe not quite as close as some." I tried making that a half joking statement to ease the tension, and it seemed to work.

"But as close as we are, probably even more so now, especially after this, I assure you, I won't think anything less of you, or us. If anything, I will even feel closer to you than I do now."

Maybe it was more of the way I said it, that what I said. But it seemed to answer her question. And she answered my unspoken one by suddenly standing up and removing her nightgown all together.

"Holy Shit!" I exclaimed when she stood there entirely naked towering over me.

"Shhhhh!" Was now her turn to caution me to be quiet. "We 'really' need to be careful now." She said. Like I wasn't well aware of that. But immediately toned my own voice down too.

"Oh Brenda! You really do have gorgeous breasts!" And I remember saying that to her as though it were yesterday.

She came over then and began to sit down on me. For a split second, I half wondered if she was going to slip my cock inside her or something. But of course I couldn't even begin to imagine that, but like everything else, wouldn't have stopped her from doing so either. Of course, she didn't and we didn't. But she did position herself so that my cock was resting right up against her cunt when she did. And once again she began playing with it while we talked.

"So you really do like the way my boobs look?"

"Oh yes, they really are beautiful!" I stammered out.

"As pretty as your girlfriends?"

She had me there on that one. And I wasn't about to say I had no idea. So I lied, but I guess it could be considered one of those little white lies as I truly had no idea if they were or if they weren't.

"Every bit as much, if not more so."

Brenda seemed to like that. I could tell by the sudden increased pressure and stimulation of my cock, which she was still busily toying with. I reached up then and cupped both of her breasts. They were after all within easy reach. As I began to massage them and caress them, I saw Brenda close her eyes and begin to experience what I later learned as the first time any boy had ever touched her bare breasts. She had let one other boy "feel her up" before, and he hadn't even been her current boyfriend either. But I didn't learn about this fact until we were in the camper and on the way back to where she and my Uncle lived.

"Will you come for me too?"

I guess I should have been prepared for that one. After everything else that was happening so far, it seemed like a reasonable expectation of what was more than likely going to happen sooner or later. But as had also been the case, I was still caught off guard.

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byMany Feathers© 10 comments/ 186851 views/ 67 favorites

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