Frank Memories

The following story is a complete work of fiction, the characters are not real and neither is the situation. If you are offended by erotic literature, especially involving incest, please hit back on your browser now. If you enjoy such things, I hope you like the story.

She knew he was looking at her but she really didn't care. She wasn't even bothered by the fact it was her uncle that was checking her out, if he was going to live here he'd just have to get used to seeing her in her panties. Neither Mom nor Dad had ever made a big deal out of it so she saw no reason Uncle Frank should. She didn't like to wear much around the house and that's just the way it was.

Her name was Amanda, she was 19 at the time of this story, she's blonde with blue eyes, has a personality that just draws people to her, and has a body to die for. She wore panties and just a bra or just a tee around the house a lot and she saw no reason she should stop just because Frank was going to move in for awhile. She likes to be comfortable and it made her feel sexy, he was just going to have to deal with it as far as she was concerned.

Frank liked the view alright; it was just the fact that it was his niece that he was looking at that bothered him. He had just moved into his sisters home for awhile so he could get back on his feet after a nasty divorce. At the time of this story he was 40 years old, two years younger than his sister Denise, slender in build, most ladies would consider him a real looker ad he has a certain charm that seems to work on them every time.

Frank was sitting at the kitchen table reading the newspaper when Amanda had promenaded in with just a short top and a pair of sexy pink panties on. With a killer body like hers he couldn't help but look. Any normal red-blooded man would. She was standing at the kitchen counter fixing herself some breakfast and her panty clad ass looked just perfect to him.

Amanda looked over her shoulder at him and caught him looking. She just smiled at him and turned back to what she was doing. "Can I get you some more coffee before I sit down Uncle Frank?" she politely asked.

"Thanks, yeah sure." He replied. The sound of her voice had made him realize he was staring. He tried to stare at the paper while she filled his cup but found his eyes wandering to the outline of her breasts through her short top and then down to the front of her panties.

As Amanda finished pouring the coffee she placed a hand on Frank's shoulder and said, "Drink your coffee before it gets cold Uncle Frank, maybe it'll take your mind off of my panties."

"Oh I'm so sorry Amanda; I didn't mean to stare at you like that!" Franked stammered. He really did feel bad for checking her out the way he had, but he couldn't help it. "I honestly don't mean to stare at you like that Amanda, you just aren't wearing much, and to be honest, you're a very pretty girl, look just like your Mom at the same age. Couldn't help but stare at her when she ran around in her panties either."

"Mom used to run around her panties too?" Amanda responded in surprise. "Prim and proper Mom?" she questioned him.

"Well she wasn't always so prim and proper." Frank replied. "Before she got together with your Dad she was a lot more fun, used to drive me crazy all the time, running around in just her bra and panties." And with that Frank realized he'd already said enough. "Maybe I'll just go into the living room and finish reading the paper." He quickly added and hurried out of the kitchen.

Amanda wasn't through talking with him yet though. She just followed him on into the living room bringing her cereal and cup of coffee with her. He plopped onto one end of the long l-shaped couch and she nestled onto the other end. "Come on Uncle Frank, that's not fair, you started telling me so you have to finish, so Mom wasn't always such a prude?

"Your Mom isn't a prude." He replied, adding "She just married a man who is very straight laced and she changed her style to match his, that's all."

Frank hoped the conversation would just end with that point but Amanda had other ideas. He tried to ignore her but she was just plain persistent. "I'm waiting Uncle Frank, tell me how Mom drove you crazy." She said.

Frank wasn't thrilled but he could tell Amanda wasn't taking no for an answer. "Look Amanda, we were teenagers, teenagers' think like, well teenagers; all hormones and no brains. I never should have mentioned it. You're Mother looked every bit as good in skimpy little panties as you do. I admit it. I liked the view, I like the view of you too, let's just leave it at that, ok?"

"No let's not just leave it at that." She replied, "You said she drove you crazy and I want to know about it."

Frank was getting very uncomfortable. Memories that he'd never shared with anyone were flooding back into his mind. Memories he thought he could never share with a single soul. Now his own niece was demanding to hear all about it, and wasn't going to give up until she did.

He decided he might as well tell her at least a little or she wasn't going to let it go. "Alright miss nosy, I'll tell you, but you cannot tell your Mom I told you this or she'll kill me." Frank said.

"I won't say a word, I promise." Swore Amanda; "I'm just really curious because Mom just turns beet red at the slightest mention of anything sexual and here you are telling me how she used to wear skimpy clothes and drive you wild."

Frank pondered his thoughts for a moment and decided to just be as vague as he could. "All I can say is that at your age she was very sexy and she knew it. Used to walk around just like you, wearing practically nothing." Then he went on, "I was a normal teenage boy, and it turned me on. I'd keep telling her she should put more clothes on and she'd get a kick out of it. She knew she drove me crazy and she liked." And then he added, "Your grandparents were no help either, just like your Mom and Dad are with you, they could never tell her no, If she wanted to parade around like that, they weren't going to stop her."

Frank thought that maybe that'd be enough to make Amanda happy but he was dead wrong. Her curiosity was far from satisfied. She continued to grill him for more information. "So you are saying she knew she had an effect on you and she just kept doing it anyhow?"

"That's exactly what I was saying." Frank replied.

As Frank said this he noticed for the first time that Amanda's legs had parted. She wasn't exactly spread eagle but he still had a lovely view of her panty covered mound. He took a big gulp to steady his nerve. He was getting very uncomfortable between the view and the conversation.

"So Mom was a dick tease?" Amanda asked bluntly.

She never saw this side of her mother and it intrigued her. She couldn't really explain why if you asked her, but there was something about finding out her mother teased her own brother that was exciting her. She absolutely wanted to know everything.

"Dick tease is a nasty way of putting it Amanda." Frank admonished, "She was far from a dick tease anyhow," he knew the second he said that, he shouldn't have. He had no doubt that he'd inadvertently opened up a real can of worms with that remark.

Amanda jumped on the remark right away. "Well if she wasn't a dick tease then what was she?" she asked quickly. Then remarking, "If you get a guy all hot and bothered and do nothing you're a dick tease, plain and simple."

Frank said nothing, he just couldn't but his silence gave it away. He was getting more and more uncomfortable but strangely at the same time, recalling incidents of the past was exciting him as well. Maybe he did want to talk about this after all.

"Come on Uncle Frank, I want to know what went on. If she got you all hot and bothered all the time and wasn't a dick tease, then you have some explaining to do." Amanda said. She herself was feeling aroused by the conversation and she parted her legs just a bit because of it. That didn't escape the notice of her uncle for a second.

Frank stared at Amanda's crotch as he said, "If I tell you, you have to promise that it goes no further than this room, I've never told a single soul about this and I don't want your Mother to know I told you. You have to promise or I'm not saying another word."

"Ok I promise." She replied, adding, "What you tell me is going to be just between us, I promise."

Frank cleared his throat and began to speak, "Your Mom knew she got me all hot and bothered running around in next to nothing, I know she knew because I told her more than once." He continued to stare right at Amanda's panty clad mound as he spoke, "I can't believe I'm about to tell you this but here goes. One day when she was running around just like you are, wearing next to nothing, I told her that I was going to have to go up to my room and beat off because she was making me so horny. Well she asked me if she could watch, I thought she was kidding but I told her sure. She followed me to my room, which I honestly didn't expect." At that point Frank moved his eyes from Amanda's mound up her body and looked directly into her eyes.

Amanda was enthralled to say the least. She looked almost like she was hypnotized by Frank's words. She smiled at him, spread her legs wider, and said, "Please go on Uncle

Frank, this is so hot I can't stand it."

Frank continued, but was getting more and more uncomfortable, his cock was rock hard in his jeans and he desperately wanted to play with it. "Well, she followed me up to my room and I started to strip. As soon as she saw my hard dick she asked me if she'd caused it. Of course I told her yes and she giggled."

"She liked seeing it? She liked that she made you hard?" asked Amanda enthusiastically.

"She seemed to really enjoy seeing it; I'm not going to lie to you. She sat there and watched me beat it until I came." Frank said, then adding, "Then she told me she'd be glad to watch me anytime I wanted her to."

"So did she?" asked Amanda, "Did she watch you do it more than just that once?"

"Yes, many times, it became kind of a real thing for us, anytime your Grandparents weren't around, she come to me wearing almost nothing and I'd start beating off," answered her Uncle truthfully.

Amanda paused for a moment then said, "I have to ask; didn't she ever touch it?"

"Yes" Frank replied sheepishly.

"Oh wow! I have got to hear every juicy detail about this! This is so hot I can't stand it!" exclaimed Amanda, and having said that. She blatantly slid a hand down inside of her panties.

Frank responded to that by saying "Amanda I think we need to stop talking about this, I think we're both getting a little too into it."

Amanda just smiled and asked him, "Are you getting a boner Uncle Frank?"

"That's enough Amanda!" Frank curtly replied. "You must know I am, heck you're the one with their hand in their panties, I think this is getting to you too."

"Show it to me Uncle Frank; let me see your cock" Amanda replied without any hesitation. When she said this her hand began to move around blatantly inside of her panties.

"This is going just too far Amanda." Frank said; but his hands began undoing his jeans anyhow. He quickly undid them and slid them down; his shorts came off in the same motion. Frank's hard eight inch cock sprang to full attention and Amanda was pleased to see it.

"You have a beautiful cock Uncle Frank, I bet Mom loved it. So tell me about her touching it, I want to know everything." Amanda said lustfully.

Frank began to stroke his cock, starring directly between Amanda's legs as he spoke. "She just watched me the first couple of times, couldn't take her eyes off of my cock, but didn't do anything. Then one time as I was stroking it, she put her hand on my knee and then slowly slid it up till she touched my balls. Then she slid her hand onto the shaft and started to stroke me. Didn't take me very long to cum, I can tell you that." Frank told her.

Frank's tale was getting Amanda so hot she couldn't take it. She quickly pulled off the little top she was wearing and then just as quickly pulled off her panties. She had her legs spread wide showing her Uncle her beautiful shaved pussy which was dripping wet.

Frank was quick to respond, "Wow Amanda, you're just as beautiful as she was. Maybe even prettier with it all shaved like that. Shaving wasn't the in thing back in those days."

"Did she sever suck it Uncle Frank?" Amanda asked sexily. "Did she ever put that big nasty cock of yours in her mouth and make you cum?"

"Yes, once." Frank admitted sheepishly.

"Oh God Uncle Frank, this is so fucking hot! I just have to know, did you fuck her? Did you ever put that big fat cock in her pussy and fuck her silly?" Amanda asked with lust.

"No, that's the one thing I never did get to do with her. The day after she sucked me off she met your Dad and our days of messing around were over for good." Frank told her with a touch of regret.

"Well you are going to fuck me right now!" Amanda said and quickly got up and stood in front of him. She then straddled is legs and guided his swollen cock into her soaked pussy.

His cock easily slid into her and she began to ride him like a stallion. They were both grunting and groaning like animals. Both of them were completely enrapt by the feelings in their groins. Amanda started screaming at Frank, "Fuck me Uncle Frank, Fuck me like you wanted to fuck Mom!"

"Oh God Amanda; you're pussy is so tight and wet!" was all Frank could manage to say. He did his talking with his hard cock instead. He used his mouth to pleasure her tits and his hands cupped her ass. They fucked hot and heavy like that for several minutes until both were ready to erupt.

Amanda finally screamed. She had a massive orgasm that shook her entire body. "Oh God Uncle Frank she yelled! You're big cock is making me cum so fucking hard!" with that she gave into herself and let the orgasm consume her completely.

Frank had held on as long as he could and now needed to cum himself. He told Amanda he was about to cum and she quickly climbed off of him and engulfed his cock and took his sweet load in her mouth. She never spilled a drop.

After that they just held each other for awhile and basked in the feeling of being freshly and completely fucked. After quite awhile Amanda finally broke the silence. "I would love to have been a fly on the wall and watched you and Mom mess around. That has to have been so hot." She said.

"I can tell you would have enjoyed it girl." Was Frank's reply, adding, "But you'll just have to be happy with hearing about it, nobody else on this planet knows anything about it."

"No, I want to see her sucking on your cock like I did and I always get my way," Replied Amanda with a wicked smile on her face.

End part one.