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When I was 16, my parents used to take my aunt and uncle shopping. It was my duty to babysit with my 13-year-old cousin, Susie. One Saturday it stopped being a chore and became the highlight of the week.

Susie and I had very little to say to each other since neither of us was particularly pleased with our situation. I usually sat in the kitchen, drinking cokes and reading some of my aunt's movie magazines; Susie stayed in the living room, watching television. On this particular Saturday, I saw Susie squirming around on the couch as I passed the living room on my way to take a leak. She was lying on her stomach with her legs spread. Her plaid skirt was halfway up over the mound of her ass. I could see her crack through her tight white panties. She had the tip of a small square throw pillow jammed between her legs, and she was rocking back and forth, squeezing it with her thighs.

Suddenly she started to bounce frantically, moaning, "Mark, Mark, oooohhhh, Mark!" I looked at the TV set. She was watching a sports special featuring Mark Spitz swimming around in a pair of tight trunks that accented his bulging crotch. I looked back at Susie, and her little ass was bobbing furiously. So this was how she got her kicks! I'd never really looked at her before, our relationship having naturally been pretty impersonal, but seeing her in this passionate adolescent frenzy created a stirring in my groin. I decided to muscle in on the action.

"What are you doing?" I asked, casually.

She flipped over in a panic, throwing the pillow on the floor and pulling her skirt down, but not before I noticed a few damp spots on her panties.

"You're supposed to be in the kitchen!" she shouted angrily. "What are you going here?"

"Just watching you," I replied.

"You gonna tell?" she asked, her anger giving way to fear.

"Why should I? I do the same thing," I confided.

She was trying to study my face to determine my intentions, but her eyes kept wandering back to the TV. Apparently, she couldn't get enough of Mark Spitz.

"You like watching half-naked men?"

"You're making me miss the whole show," she whined. "Ohww, I'll have to wait until they show reruns!"

"Why wait?" I interrupted. "I could show you the same thing. Maybe more."

"What do you mean?" Susie asked.

"I just told you. I like to do it, too. Play with myself, I mean. I could watch you, and you could watch me."

The TV show trumpeted to a close. She pursed her lips regretfully. I walked over and shut off the set.

"You want to wait till they show reruns, or do you want to do something now?"

"You'll want to stick it in me!" she pouted.

"I'm not that stupid," I told her. "We could have a lot of fun without going that far. What do you say, huh, Susie?"

She still wasn't sure.

"Look," I said, "it's really insurance for you. This way I can't tell without both of us catching hell. I'm just looking for a good time... for both of us. Know what I mean?"

"What do you want me to do?" she asked, after a pause.

"Like I said, we'll get undressed and watch each other."

"That's all?" I wasn't sure whether I'd heard some disappointment in her voice.

"I won't stick it in you. I promise. I'll go first, OK?"

I slipped out of my shoes and socks, my shirt, and my jeans. I stood before her in my briefs. "I'll leave these on for now since that's what you like. The only thing is..." I reached in and straightened my hard-on, which was bent painfully between my legs. "I hope you don't mind," I apologized, "I know Mark Spitz doesn't swim around with one of these!"

Susie stared at my bulging crotch. Her right hand went under her dress, and she began rubbing herself. I told her to use the pillow. She picked it up, put it back between her legs, adjusted herself on one of the corners, and began riding it again. I moved slowly around the room, stretching, squatting, posing, hefting my balls, and giving her a general view from all angles.

"You'd be more comfortable if you got undressed," I said.

She didn't say a word. She sat up, her eyes hypnotized by my crotch, and took off her knee socks. She unsnapped her skirt and kicked it to the floor. Next she peeled down her panties. Her little pussy looked hairless at first, but I saw it was covered with fine blonde down. Right by her tiny slit some of the hairs were wet and looked darker. I felt my erection throb and grow another inch. The tip was sticking out of the waistband of my shorts.

Susie sat on the edge of the couch with her long legs apart and pulled her sweater over her head. She tossed it over the end of the sofa and leaned back to look at me. Her breasts were the size of a baby's fists and just as pink. Her tiny nipples were erect.

"What are we gonna do now?" Susie asked.

I pulled off my shorts and sat beside her, stroking my cock. I asked her if she'd ever done anything with anyone before. She confessed that at pajama parties some of the girls tickled each other's pussies, but that was about it; she didn't find it very exciting -- "just naughty." Her best friend, Kathy, had taught her how to get off on a pillow, and she'd been doing it ever since.

She knew what a boy's cock looked like from pictures in library books, but she'd never seen one in real life. She'd never seen an erection before, either. I arched my pelvis upward and brandished my cock.

"It's so big!" she said, somewhat awed. I had seen other guys' cocks in the gym locker room and didn't consider myself that well hung -- but who was I to disillusion her?

"You can feel it if you want."

She seemed reluctant. I took her hand and put it on my cock. I showed her how to rub it, sliding the skin back and forth, and how to squeeze the tip. She was a fast learner. I reciprocated by stroking her belly gently with my fingernails, causing her muscles to contract. I rubbed her thighs and ass and brushed across her pussy, teasingly, just slightly tickling the hairs. Susie shifted and spread her legs, still jerking my cock but losing the rhythm as she succumbed to the sensation between her own legs.

I rubbed her slit gently with my middle finger, and she sighed, spreading her legs even wider. She was already wet, but a good healthy gob of saliva could never hurt. I licked my fingers and rubbed her cunt harder, seeking out her little nubbin of a clit. She gave a little scream and clamped her legs on my hand, bucking spastically.

I told her to lie face down on the couch. I reached underneath between her thighs and kneaded her pussy, telling her to make believe my hand was the pillow. She rocked back and forth on my wet fingers until I found her clit again. This triggered a frantic pumping. She wrapped one leg over the edge of the sofa and mashed her pussy against my hand. Her pink asshole winked at me enticingly. My cock was aching for a home, but I had made a promise. Still, I had to find some way to relieve the load building up in my balls.

I rolled Susie over and told her to hold her knees against her chest. Her pussy, red and wet, protruded from between her thighs. I covered it with my mouth, rolling my tongue up and down, in and out, licking her asshole and sucking her clit. The room was filled with wet, slick, slapping sounds until she gasped, "Ooohhh! It's all itchy! It tickles and feels tingly!"

I figured she was ready to come. I lay down on my back beside her and told her to climb on top of me. I again promised I wasn't going to fuck her and that this would be something we could both enjoy. I maneuvered my cock between her legs and told her to start her pillow action again. She got the idea. With the tip of my cock between the lips of her pussy, she started gyrating. It felt like a little mouth nibbling, kissing, and sucking me off. I licked my fingers again and diddled her asshole. I massaged her ass and her whole crotch area. She sprawled across me, groaning, "Its' good, it's good, it's good!" Susie dribbled on my chest while her ass bucked involuntarily. I felt my cum swell up the shaft of my cock and explode against our stomachs.

By the gleam in her eyes, I knew she had completely enjoyed our little get-together. She slid off me and lay on her back. With curious hands and fast fingers, she spread my cum across her belly and up onto her breasts. She stared at me and continued to rub my load into her flushed skin.

Since she had so readily participated in our previous sex game and her lips were curled in a come-on smile, I figured maybe she could use a little more action... and right away. I stood up, my cock hanging limply before her flushed face. Her clear eyes widened, and I heard her gasp softly.

"What are we going to do now?" she asked, half scared, half turned-on.

I held my prick tightly in my hand for a brief moment. Susie soon caught on and started to jerk me off like crazy. I grew stiff and erect quickly. I came in violent spurts, right into her open mouth. Where had this little cousin of mine learned this trick? It made little difference as I watched her red face and sweet mouth drown in my wad. She didn't say anything for a while. After driving her tongue up and down and around my weakening cock, she finally drew her face away and sighed a deep groan of contentment. I stretched out on the floor, smiling and staring at my cousin. She came to rest beside me, her skin still flushed, her eyes still somewhat glazed.

"Better than the pillow?" I ask, grinning at her.

"Mmmmm," she hummed. "And fuck Mark Spitz."

My parents' station wagon pulled into the driveway just as we finished dressing. I helped bring in the groceries, and my uncle asked, "Well, did you two get along without any fights?"

I winked at Susie, and she acknowledged it with a smile. Neither of us could wait until next Saturday.

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