As I was waiting for my friend Katie to come over for a sleep-over, I began to think about my brother Clay. Katie was my best friend in the eighth grade, and she had a crush on Clay. I guess I couldn't bame her, he was the cutest guy in the tenth grade, but he was my brother. Sometimes Katie and I would try to sneak peeks of Clay in his room when he was undressing, but I'd get to feeling weird and look away before I ever saw anything. But for some reason, Clay always was cool about everything with me, being his little sister and all. I was wondering if Katie would try to flirt with Clay tonight. But I figured not to worry about it. He would probably be swimming laps in the pool all night anyways. He always did that when mom and dad went out for the night. I decided to take a shower so I wouldn't have to when Katie got to my house. Just as I got into the bathroom, Clay came pounding on the door. "Hey Jenny, when's your friend coming over?" I was just about to undress, but I desided to answer him. Maybe he'd go away. "She'll be here in about an hour Clay, what are you gonna do tonight?" Clay didn't answer immediately, so I figured he'd left. I undressed in front of the mirror and admired my blossoming body. I was developing some nice breasts for fourteen. They were small, but the one time a boy touched them I almost couldn't breath. I loved the way it felt. And I kept my light bush totally shaved. I looked so good in the mirror. As I was looking at myself, my brother walked in.

"Clay!" I screamed. I reached for the closest towel which was only a hand towel. I held it over my breasts and put one hand over my pussy. "What are you doing Clay? Get out!" He smiled slyly and looked at me. "Shut up Jenny, I don't care if you're naked...I need my bathing suit" As I stood there, Clay slipped by me to the linnen closet behind me. I tried to move away from him, but as I did, I felt his hand caress my ass. I was shocked, but in that moment it felt good, and I felt myself tingle a little. He walked over to the closet and looked in it. He reached in and brought out his bathing suit and turned around to face me. I was still holding the towel over me breasts and I had a hand over my pussy. His eyes just glanced up and down at me. "Geez sis, you've got boobs and everything. Let me see your pussy." I was shocked, "No way you perv. Get out of here so I can take my shower." He just stood there. "I'm gonna change into my trunks first. If you don't want to see my cock you'd better turn around." I didn't move. I was too amazed that I might be able to see an actual penis. I stood there, and he pulled his shirt off and then unbuttoned his jeans. He began to pull them down, and all I could do was stare at his crotch. As he pulled his pants down, I saw his big cock bounce a little as the front of his pants grazed it. I could tell he was aroused because his penis wasn't totally soft. It twitched as it hung there and it seemed to be growing slowly. As he stepped out of his jeans which had fallen to the floor, he reached for his bathing suit that was on the counter. As he lined them up to step into, I felt myself step forward. I dropped my little towel and reached out for his arm. "What's the deal sis? Can't I put my bathing suit on?" I looked into his eyes. "Just a minute Clay. I've never seen a penis get hard before." "Well", he answered, "If you uncover your pussy, you may be able to see my dick get huge" I couldn't believe what I was doing. I mean, this was my brother. I'd heard him beating off in his bedroom a thousand times before and only found it revolting. But now, as I was looking at his semi-hard dick, I began to realize the facination with it all. I took my hand away from my pussy and reached out for his penis. I took it in my hand and felt it. It was so soft. I could feel it getting harder in my hand as I stroked it slowly up and down it's shaft.

I had to ask, "does that feel good Clay?" He just began to breath a little heavier, so I took that as a yes. I took his ever enlarging penis in both of my hands and stroked it gently up and down. I took one hand and caressed his balls. They felt so different than I thought they would. So soft. I loved the feel of his hard cock in my hand. I kneeled down in front of him and began to stroke his penis faster. I wanted to see it come.

"Oh yeah sis, that feels so good. Lick it. Put it in your mouth and lick it...oh god." I was getting aroused hearing my brother beg for me to suck him off. I'd seen girls do it in porno movies and figured it couldn't be to difficult. I opened my mouth and licked the tip of his penis. It tasted salty. I took about half of his penis in my mouth and began moving back and forth in the rhythm of my hand job motion on his cock. I could feel his hips begin to move in rhythm with my sucking. I kept one hand on his balls and caressed them gently, feeling them tighten and constrict. He was moaning and breathing so heavily at this point. I took my hand off his cock and lowered it to my shaven pussy lips. I felt all wet and hot. I put one finger inside my pussy and started to finger myself vigorously. As I began to feel the orgasm build inside me, Clay pulled his cock out of my mouth and pushed me to the ground in one motion and got on top of me. His left hand went down to my pussy and spread my legs, and I felt his huge cock push inside of me. Clay was heavy on top of me, and I couldn't move, but I loved the feeling of his weight on me. I opened my legs and wrapped them around his waist while his cock was thrust inside of my virgin pussy.

"Oh my god Clay...your cock is so big inside of me...push deeper!" I couldn't control my thoughts. I wanted to make my brother cum inside of me. He began to thrust faster and faster. He was breathing so heavily.

"Oh yeah Jenny. I'm finally fucking you. I've wanted to fuck you for so long.... I'm gonna cum inside of you!" He kept thrusting into me and I felt his cock get deeper and deeper inside of me. I held on to him and felt every muscle in his body tense as he fucked me harder and harder. the rhythm was building faster and faster, and I could feel my climax build and build until I thought that I would explode. Clay slowed down just a bit, and then began to vigorously fuck me so hard I thought that I'd rip apart.

"Oh yes Clay! Fuck me! Fuck your sister! I want your cum inside of me! I need you to fuck me as hard as you can!" I couldn't believe the things that I was saying, but it felt so good to have my brother on top of me, his hard cock thrusting deep inside of me. I felt so close to him, and I wanted to make him feel like I did.

With a powerful thrust, Clay slammed his weight into me and I could feel his cock swell and fill me up inside with his hot cum. He kept thrusting harder and harder with grunts of pleasure. I felt my pussy close around his cock and I began to have an explosive orgasm. I held on tightly to him and burried my face into his chest. He kept thrusting, and I sucked on his chest and held even more tightly. I felt his breath on my face and I looked up into his eyes. Our mouths met and our tongues entered each others mouths. We embraced like two lovers who had everything they wanted.

Clay colapsed on me and held me tight for what seemed hours. When he finally relaxed, he got up and sat beside me. I lay there on my back, Clay's cum oozing out of my spent pussy, tired and relaxed. I reached over and held his soft penis in my little hand. He layed down beside me.

"That was incredible", he said to me. I only new I wanted more...