Lilly is Colby's hot cousin who is living in a spare room in the basement of Colby's parents house while both Colby and Lilly are in college. Colby is a virgin dating his first real girlfriend whereas Lilly is very slutty and sexually experienced. Colby is nervous about having sex with his girlfriend, Erin, for the first time. Lilly helps out by allowing Colby to practice with her. She allows him to undress and touch her for practice.

Chapter 3: Colby's Parents' House, Basement

I scooted closer, my eyes never leaving her. I could see her lips, glistening and swollen, her clit peeking out from its hood. "Now you definitely have to warm a girl up before you touch her down here but you've already done that," she giggled. "I am already quite wet, see?" She parted her lips with her fingers, showing me her slickness.

I gulped, my eyes wide.

"First, you start with gentle touches," Lilly instructed, guiding my hand to her inner thigh.

I nodded, my fingers brushing against her skin, feeling the softness, the smoothness of her thighs.

"Now, slowly move upwards," Lilly guided.

My heart pounded in my chest as I followed her command, my fingers moving inch by inch towards her center. I hesitated for a moment, my fingers hovering just above her lips, unsure of what to do next.

Lilly seemed to sense my hesitation, her hand covering mine, guiding it to the right spot. "Here," she whispered, placing my index finger on her clit. I could feel it, swollen and firm, as she moved my finger in small circles.

Lilly let out a soft moan, her hips shifting slightly, pressing against my hand. I looked up at her, seeking confirmation, and she nodded, her eyes closed, her lips parted.

"Keep going, Colby," she whispered, her voice husky. "Just like that."

I continued to rub her clit, my movements becoming more confident, more steady. I could feel her getting wetter, her juices coating my finger. I let out a soft groan, my own body responding to her arousal.

Lilly's hands moved to her breasts, cupping them, squeezing them gently.

Her hips began to move in rhythm with my hand, her body chasing the pleasure I was giving her. I watched, mesmerized, as her body responded to my touch. Her breathing became heavier, her moans louder, encouraging me to continue.

"Colby," she whispered, her voice ragged. "Don't stop. Keep going."

I nodded, my movements becoming more urgent, more insistent. I could feel her body tensing, her muscles tightening. She was close, I could tell.

Her breath was coming in short gasps, her body squirming beneath my touch. I looked up at her, her eyes were closed, her head thrown back, her lips parted in a silent moan. I increased the pressure, my fingers moving faster, rubbing her clit in quick, firm circles. "Colby!" Lilly cried out, her body shuddering as she came. I could feel her pussy pulsing against my fingers, her juices coating them.

"Wow," Lilly breathed, her eyes fluttering open, a soft smile playing on her lips. "I didn't think you would make me cum so fast."

I felt a warmth spread through me at her words, my confidence boosting. I had never made anyone cum before.

"I'm glad I could be your first," Lilly smiled, reading my mind. "But now take this thong off me, I want to teach you something else," she said with a wink.

I gulped, my eyes flicking from her face to her pussy and back again. I had never been this intimate with anyone before, and I was still trying to wrap my head around the fact that I had just made my cousin orgasm.

But Lilly wasn't giving me much time to dwell on it, her hands already tugging at the waistband of her thong. I took the hint, my fingers hooking into the fabric, slowly pulling it down her legs.

Lilly lifted her hips to help me, her eyes never leaving mine. The thong joined the rest of her clothes on the floor, leaving her completely naked.

"Now," Lilly said, her voice soft yet commanding. "Let's talk about fingering. It's not just about sticking your fingers in and out, you know."

I nodded, my eyes wide, eager to learn. Lilly spread her legs wider, giving me a clear view of her pussy. She was still glistening from her orgasm, her lips swollen and pink.

I swallowed hard, my mouth suddenly dry. Lilly reached down, her fingers lightly tracing her slit. She looked up at me, her eyes dark with desire.

"First things first," she said, her voice low. "You need to warm her up again. Don't just dive in."

I nodded, my hands trembling slightly as I reached out to touch her. Lilly guided my fingers, showing me how to stroke her, how to tease her. I started to follow her guidance, my touch light, my movements slow.

"There you go," Lilly whispered, her eyes fluttering closed. "If you don't have lube make sure you fingers get lubricated with her wetness. That'll make it easier to slide in."

I reached out, my fingers brushing against her lips. I hesitated for a moment, feeling my own nerves kicking in. I had never been inside a woman before.

She smiled, her hand still guiding mine. "Take a breath, Colby. We'll go slow." Her eyes met mine, and I could see the encouragement there. She leaned back a little, spreading her legs wider.

I took a deep breath, my heart pounding in my chest. I could feel my hands shaking slightly as I moved them towards her.

Lilly guided me further, positioning my index finger so that it was at the opening of her vagina. "Slide in slow," she whispered. And I did, feeling the warm wetness enveloping my finger. Lilly's muscles contracting around my finger.

I could feel a strange mixture of excitement and nervousness coursing through my veins, but I was determined to please her. I began to gently probe her with my finger.

"Mmmmm," Lilly moaned softly, her head laying back against the wall. "Put another finger in."

Lilly's voice was soft yet assertive. I hesitated for a moment, looking down at her pussy, now glistening with her juices and my finger. I took a deep breath and slowly slid my middle finger in alongside my index finger.

"That's it," Lilly encouraged, her voice ragged. "Nice and slow."

I followed her guidance, my fingers moving in and out of her, slowly at first, then picking up speed as her moans grew louder.

I could feel her body responding to my touch, her muscles tightening around my fingers.

"Colby," Lilly gently gets my attention. "Curve your fingers upwards, like this." She shows me with her other hand.

I nod, my eyes wide, trying to commit this new information to memory. I adjust my fingers, curving them upwards as she showed me.

"Oh, yes," Lilly moans softly, her hips shifting slightly. "Right there, Colby. That feels amazing. That's my G-spot."

Encouraged, I continue to stroke her G-spot, my fingers moving in and out of her at a steady pace. I can feel her getting wetter, her juices coating my fingers, making my movements smoother.

I can hear her breathing getting heavier, her moans louder. I can feel her body tensing, her muscles tightening around my fingers. She starts to play with her own breasts, her hands cupping them, her fingers pinching her nipples.

"Yes, now I want you to suck on tits while you keep doing that," Lilly instructs in a more demanding tone.

I nod, my eyes flicking from her face to her breasts. I lean down, taking one of her nipples into my mouth, sucking gently. I continue fingering her while her hips move in rhythm with my motion.

"Finger my pussy harder," Lilly moans, her hands grab my hair, pulling me closer to her breast.

I comply, my fingers moving faster, rubbing her G-spot with more pressure. I think she's close again. I then switch my focus to her other breast, my tongue flicking over her nipple, teasing it. Lilly lets out a loud moan, her hips bucking against my hand.

"Colby," Lilly pants, her voice ragged.

"I'm going to cum again. Don't stop, just like that." Her breath is coming in short gasps, her body squirming beneath my touch. I look up at her, her eyes are closed, her head thrown back, her lips parted. Suddenly, Lilly lets out a loud cry, her body convulsing as she comes. I can feel her pussy pulsing against my fingers, her juices squirting out, coating my hand.

"Wow," Lilly breathes, her eyes opening, a soft smile playing on her lips. "You just made me squirt." Lilly laughed, her eyes sparkling with amusement. "I didn't think you had it in you, Colby."

I pulled out my fingers and looked down at my hand, still coated with her juices, my mind trying to process what had just happened. I had made Lilly squirt. The thought sent a feeling of pride through me.

"Thanks," I said, a grin spreading across my face. "I guess I'm a fast learner."

Lilly chuckled, sitting up. "You certainly are. Most guys cum before their girl does when they are learning. So you can always use your fingers to finish her off," Lilly said, her voice matter-of-fact. Stretching her arms above her head, her body arching gracefully. I couldn't help but admire her form, , her voluptuous figure on full display.

I nod, taking in the information.

"Now, let's talk about oral sex," Lilly said, her voice casual, as if we were discussing the weather. "I assume you've never gone down on a girl before, have you?"

I shook my head, "No, I haven't."

Lilly smiled, her eyes softening. "It's okay, Colby. We all have to start somewhere. And I'm more than happy to help you learn."

I took a deep breath, trying to calm my nerves. "Okay, what do I need to do?"

Lilly shifted on the bed, spreading her legs slightly. "First, you need to warm her up again. Just like with fingering, start off slow," Lilly instructed.

I nodded, taking a breath. I leaned down, placing light kisses against her inner thighs.

"That's it," Lilly whispered, encouraging me. "Now, move on to licking her. Take your time, explore her, don't just dive straight in," Lilly continued with a mischievous smile.

I moved closer, taking a deep breath as I looked at Lilly's well-sculpted body and the moist, inviting lips below her belly button.

Gathering some courage, I took my first tentative lick. I was surprised at how it felt, different from what I imagined. It was sweet, soft, and inviting. Lilly moaned softly, her eyes closing as she rested her head back against the wall.

"Good," she praised, encouraging me to continue.

I listened and slowly moved my tongue around in circles, experimenting with various motions. I could feel her body responding beneath me, sometimes more than others as I tried to learn what felt good.

"Yes, Colby. Keep going," Lilly whispered softly.

Licking her inner labia, I explored her folds with the tip of my tongue.

Lilly arched her back, "That's it. Lick my slit. Use your tongue to part my lips, and then lick my clit," Lilly instructed, her voice soft yet authoritative.

I glanced up at her, her eyes closed, her head thrown back against the wall. Her chest was heaving, her breathing ragged. I could see her nipples, hard and erect, begging to be touched. I couldn't resist.

Without breaking my rhythm, I reached up with one hand, cupping her left breast. Lilly's moaning increased Encouraged, I began to knead her breast, my thumb brushing against her nipple, feeling it harden even more under my touch. I continued to lick her pussy, my tongue flicking against her clit, my fingers playing with her nipple, twisting and pinching it gently.

"Yes Colby, playing with her nipples can make her cum faster," Lilly whined, her hips squirming against my mouth. Hearing her praise, I felt a surge of confidence. I increased the pressure on her clit, my tongue moving faster, my fingers pinching her nipple harder. Lilly's moans grew louder, her body tensing.

"Colby, I'm close," she panted, her hands fisting the sheets beneath her. I looked up at her, her eyes were closed, her lips parted, her body writhing with pleasure. I could feel her pussy getting wetter, her juices coating my chin.

I was getting better at this, I thought to myself.

"Colby," Lilly whimpered, her voice barely above a whisper. "Use your fingers too. Stick them inside me while you lick my clit."

I nodded, my mouth still pressed against her. I slid two fingers inside her, feeling her tightness envelop them. I began to move them in and out, in sync with my tongue.

Lilly's moans grew louder. I increased the pressure on her clit, my tongue flicking against it in quick, firm circles. My fingers moved faster, sliding in and out of her, rubbing against her G-spot.

"Colby, I'm gonna cum," Lilly panted, her voice ragged. "Don't stop, just like that."

Lilly's words spurred me on, my tongue and fingers working in tandem, bringing her closer to the edge. Her moans grew louder, more insistent, filling the small room.

Suddenly, Lilly's body convulsed, her pussy pulsing against my fingers as she came, her juices squirting out, coating my chin. I kept my tongue moving, drawing out her, until she pushed me away.

"Wow, Colby," Lilly said, her breath ragged, her cheeks flushed. "Save some for Erin, will you?"

I chuckled, wiping my chin with the back of my hand. "I guess I got a bit carried away."

Lilly smiled,. "Don't worry, it's a good thing. I certainly enjoyed teaching you."

Lilly stretched languidly, her body arching sensuously. Fuck my cousin looked good naked.

"I hope you are feeling less nervous about tonight now, Colby," Lilly said, her voice snapping my attention away from her body.

I chuckled, shaking my head. "I guess so."

"Do you have any other questions or is there anything else you are nervous about?"

Lilly asked, her voice soft and caring. She sat up, pulling her knees to her chest, wrapping her arms around them. She looked at me, her eyes filled with concern.

I thought for a moment, my mind racing with a million thoughts. But there was one thing that was still bothering me. "What if I, you know, cum too soon?" I asked, my cheeks flushing with embarrassment.

Lilly laughed softly, her eyes twinkling with amusement. "Oh, Colby. That's a common worry for first-timers. That is why I showed you how to make her cum without your dick."

"Sure but it still would be nice to last more than a few minutes I practically came when you touched me earlier," I said, looking down at my still-hard cock.

My cousin smirked, her eyes flicking down to my erection. "Well, I can help with that too. Why don't you stand up? I'll show you something."

I stood up, my heart pounding in my chest as Lilly, still naked, got on her knees in front of me. She looked up at me, "Now, Colby," she said, her voice soft yet commanding. "Have you ever had a blowjob before?" Lilly asked, her eyes never leaving mine. She was still on her knees, her face inches away from my cock.

I shook my head, "No." Feeling a little embarrassed.

Lilly smiled, her hands reaching out to grab the waistband of my jeans. "Well, today is your lucky day, cousin." She said as she started sliding down my already unbuttoned jeans. I gasped as her hands brushed against my bare skin as she slid themdown around my ankles.

She then grabbed onto my boxers while telling me, "I am going to suck your dick now so you can last longer with Erin tonight."

I felt my cheeks flush at her coarse language, but my body reacted eagerly to her words. I nodded, my heart pounding in my chest as she pulled my boxers down, freeing my erection.

Lilly looked up at me with a big smile on her face. "You've got a nice cock, Colby," she said, her voice casual, as if she was complimenting a pair of shoes. " Erin will love it."

I couldn't help but smile at her words, my cock twitching in response. Lilly chuckled, her hand wrapping around my shaft, giving it a gentle squeeze.

"Now, Colby," she said, her voice soft yet commanding. "Let's see if we can't make you last a little longer." She began to stroke me, her hand moving smoothly up and down my length. I let out a soft moan, my hips jerking forward slightly. Lilly looked up at me with amusement. "That's it, Colby. Just relax and enjoy it." She continued to stroke me, her hand moving faster, her grip tightening slightly. I could feel my body responding, my cock hardening even more in her hand.

Lilly leaned forward, her tongue flicking out to lick the head of my cock. I let out a low groan as she opened her mouth, taking the head of my cock inside, her tongue swirling around it. Her hand moved to my balls, cupping them, squeezing them gently. I could feel my body responding, my cock throbbing in her mouth.

She took me deeper, her mouth sliding down my length, her tongue flattening against the underside of my cock. I could feel the head of my cock hitting the back of her throat, and I let out a loud moan, my hips jerking forward.

Lilly's hand moved to my hip, holding me in place, her mouth continuing to slide up and down my length. She was taking me deep, her throat relaxing to accommodate my size. I didn't know how long I was going to last.

Lilly pulled back, her mouth sliding off my cock with a pop. She looked up at me, her lips glistening with saliva. "You taste good, Colby."

I gulped, my cock throbbing at her words. Lilly smirked, her hand still stroking me. "But we need to work on your stamina, don't we?" she said, her voice mischievous.

Before I could respond, she leaned down again, her mouth engulfing my cock. This time, she didn't tease me.

She took me deep, her mouth sliding down my length, her tongue pressing against the vein on the underside of my cock, Lilly's eyes flicked up to meet mine, her gaze intense as she deepthroated me, her throat muscles contracting around my cock. The sight of her looking up at me, her mouth full of my cock, was almost too much to bear. I let out a loud groan, my body tensing as I felt my orgasm building.

"I'm going to cum, Lilly," I warn her, my voice ragged .Lilly doesn't relent, her eyes never leaving mine as she continues to deepthroat my cock, her hand cupping my balls, encouraging me to let go.

Lilly briefly removed her mouth from my cock to whisper, "You can cum in my mouth, Colby." Then, her mouth was back on me, her tongue swirling around my shaft as she took me deep again. Fuck, she was good at this.

"Fuck, Lilly, I'm gonna cum," I warn her again, my voice ragged. She didn't stop, her mouth moving faster, her eyes staring into mine. She took me deep, her throat muscles contracting around me, and I felt my orgasm hit me like a freight train. I gripped her hair, my body convulsing as I came, my cock pulsing in her mouth. Lilly swallowed every drop, her eyes never leaving mine, a satisfied smile on her lips.

As I caught my breath, Lilly pulled back, wiping her mouth with the back of her hand. "There, Colby," she said, her voice calm. "Now you'll last longer with Erin." Lilly said, while standing up. "Hopefully your date goes amazing tonight now! I hope you feel more comfortable with a women's body now," Lilly said, a playful smirk on her lips.

She stood up, stretching her arms above her head, her body arching gracefully. I stared at my cousin's naked body, her long brown hair cascading down her back, her large breasts heaving with each breath she took. I was almost sad when she started gathering her clothes, signaling that our lesson was over..

I quickly turned away, feeling a pang of guilt and awkwardness. "I'm sorry, Lilly. I didn't mean to stare," I muttered, my cheeks flushing with embarrassment.

Lilly laughed softly, while putting her thong back on. "It's alright, Colby. I understand. You've never seen a woman naked before," she stated, her voice gentle.

Lilly, still topless, walked over to me - placing a comforting hand on my shoulder.

"Look at me, Colby," she said gently. I turned my head to face her, my cheeks still flushed with embarrassment.

"It's natural to be curious, Colby," Lilly said, her voice soft. "And it's okay to feel awkward or guilty. But it's important to remember that what we did today was consensual and safe."

I nodded, taking a deep breath to calm my nerves. "You're right. I'm sorry if I made you feel uncomfortable."

Lilly smiled, shaking her head. "You didn't make me uncomfortable, Colby.

I wanted to help you. I wanted to make sure you're ready for tonight," Lilly assured me. She looked at me, her eyes soft and sincere.

"Thanks, Lilly. I appreciate it," I said, feeling a little more at ease.

Lilly smiled, walking back to the bed to put on her clothes with me taking one last look at her ass. "So, how do you feel now? Are you ready for tonight?" she asked, sliding into her jeans.

I took a deep breath, trying to gauge my own emotions. "I think so. I mean, I'm still a little nervous, but I feel more prepared.