"Ooops!" Hailey said as she retreated into the hall, "I thought you were still in bed."

Brian was seated at the kitchen table with his back to the hallway door. At the sound of Hailey's voice, he turned. "Still in bed," he asked, "At 8:30... why would you think that?"

Hailey was mostly hidden behind the door frame. "Well uh... your bedroom door was closed, so I just assumed -"

"Bad assumption," he said, "And why are you hiding in the hall? Come and have some pancakes. I made enough for both of us."

Hailey, at seventeen, was nearly four years younger than Brian, and although they were not actually related, he was sort of like family. Recently Hailey had been quite daring with her dress around Brian, particularly so when his friend, Justin, was there too. Still, she had concerns, especially when it was just she and Brian, alone in the house, as they were now. "Uh, yeah, well, I'm only wearing panties and a bra, and if it's just going to be us, I probably ought to put something more on."

"Right, like you weren't practically naked last night?" Brian snapped, "For Chrissake, Hailey, just get in here!"

Brian is right about last night, skimpy panties and thread-bare T-shirt, and rolling a wet beer bottle over my tits, Jesus, what was I thinking? Still, Justin was here and Brian and I were not alone! "I think I ought to put on something a little less revealing," pleaded Hailey.

"Ought to? Who says," Brian asked, "Daddy's not here!"

"Right," replied Hailey, "But I still think it's a good idea to be careful when it's just you and me."

"Hey, you wanted me to pretend being a protective big brother to you as a younger sexy sister. We talked about that, and I not only agreed to play the game, I even promised I would never let anything happen to you, and I meant it."

"You still promise then?"

"Of course, now come have some breakfast."

"If you're sure."

"I'm sure. Come sit down."

Hailey walked slowly back into the kitchen and sat down across from Brian who looked her over carefully while letting out a long, low whistle.

"Hey, you promised," Hailey snapped.

"I promised nothing would happen to you. I didn't promise I wouldn't enjoy looking. I mean, Jesus, that has got to be the skimpiest bra and panties set I've ever seen."

"You mean, it's even better'n last night?"

"Uh, well... I figured that was pretty much for Justin, who I'm quite sure you have the hots for." Hailey tried to interrupt but Brian hastily continued. "But today, I'm the only one seeing that gorgeous body, and to think, I let you talk me into that stupid promise -"

"Yeah, well if you hadn't made that 'stupid' promise, there is no way I would be sitting here like this."

"Oh, I'm sure you'd find some excuse. You know you like it as much as me."

"Well, whatever," smiled Hailey, quietly accepting Brian's judgment. "I guess if I'm going to eat I better get a plate and silver." Hailey got up to retrieve the necessary items from the dishwasher. Brian's eyes zeroed in on her panties, a very skimpy bikini style in white cotton. While not see-through, they were tight enough to showcase a nice outline of what some might refer to as her 'camel-toe'.

When she turned her back to him he saw just how skimpy the panties really were. There was a small strip of cloth covering the crack in her butt, however her ass-cheeks were almost entirely bare. Brian adjusted the growing appendage in his shorts.

As Hailey sat down at the table, she saw with considerable satisfaction, that she had Brian's full attention. Over the last few weeks she had learned that it excited her to expose her supposed-to-be-covered parts to Brian and his friends, especially Justin. "You know, I'm sorta interested in your friend Justin."

"I knew you were," interjected Brian.

Hailey blushed. "Uh well... Do you think he's interested in me?"

"How could he not be?" Brian looked across the table at his near-naked friend. The bra Hailey wore, in spite of being nearly transparent, still covered only a small part of her breasts. The breasts themselves were exquisitely shaped and looked fairly substantial, but considering Hailey's petite size, were likely only a 'B', certainly no more than a 'C'. "I mean, why do you think he came over last night? Sure wasn't to see me," Brian quipped.

"Really? You think he likes me, then?"

"Oh for sure, you're all he talks about."

"And what does he say?"

"Uhm... I'm not sure I can repeat it... but it's all good!"

"You know, I really would like to go out with him," Hailey looked up at the ceiling. "...and I'm sure if we did go out, he'd probably expect that we'd at least do some pretty heavy making out."

Brian was surprised that Hailey would even mention such things, but managed to respond, "Well, yeah, I'm sure he'd want that."

"And would you also?"

"Huh," Brian replied, not sure he had heard correctly.

"Do you, want to make out with me, too," Hailey patiently and clearly asked.

Brian wasn't sure how to answer. "Look," he said, "we've been friends since I was nine, when our fathers first went into business together," He paused. "And now I'm even pretending to be your big brother." Brian stammered, "I'm not supposed to want to make out with you... at least I don't think so."

"But would you anyway," Hailey asked again.

Brian wasn't sure how he was expected to answer. He evaded with, "But, what about Justin?"

Hailey dealt with the evasion patiently, "He's twenty-one, I think you said, and I expect he's had a good bit of experience at making out. I'm just seventeen and not at all experienced. Besides, he hasn't even asked me out yet."

"Oh, I'm sure he will."

"Well, I do hope he does, but if and when he does, I'd like to be all practiced up."

"Practiced up?" Brian asked with a tone of obvious disbelief, "You mean -"

"Right, I've only had a few dates and always with guys my own age. They weren't any more experienced than I was and all we did was some necking and maybe a little kissing. Nothing very serious. I know there's a lot more to it and I want you to teach me?"

Brian was still not believing what he was hearing. "Teach you? You want me to teach you how to not just kiss, but seriously make out too?"

"Yeah," Hailey said, drawing the word out as if it had at least two syllables, maybe even three, "That is. if you can forget about that 'big brother / little sister' stuff."

"But I know I can't," Brian protested. "I told you I would keep the promise even if you said I didn't have to."

"Right, but that was to keep me being a virgin. I never said we couldn't kiss and fool around a little."

It was finally registering with Brian that Hailey really did want him to play kissy-face and probably a lot more with her, but he didn't want to sound as anxious as he really was. He responded as if it was a chore, "Oh... well, if you're sure."

"I wouldn't be asking if I wasn't sure. Does that mean your answer is yes?"

The bulge in Brian's pants grew as he imagined a hot 'make-out' session with Hailey. Brian was definitely willing, but he answered cautiously, "Uh, yeah... sure, uh, when did you want to do this?"

"After breakfast?"

That would work for Brian. He would have time to masturbate privately before starting, (necessary to keep from shooting off in his pants), spend some time practicing, and still get to class on time. Trying to hide his anxiousness and anxiety, Brian carefully replied, "Yes, I think that's doable. I'll get ready for class while you finish your breakfast." He got up from the table and headed down the hall.

Brian went straight to the hall bathroom. With one hand he locked the door while the other undid the buttons on his shorts. Pushing his pants down was almost painful as he yanked them over his erect member. As his pants and undershorts dropped to his ankles he lay down on the cold tile floor and wrapped his hand around his cock.

Brian visualized a hot make-out session with a practically naked Hailey. He imagined having his hands on her bare ass-cheeks and pressing his cock between her legs. He still could not believe she had actually asked him to 'teach' her. He shot his load while dizzily imagining the possibilities.

In the kitchen, Hailey thought about what she was about to do and how she was dressed. Sure it would be fun making out with Brian, dressed as she was in nothing but bra and panties, and he had promised, but still... she had seen how Brian was looking at her this morning and it would be too easy for it to get out of hand... no, she better put some clothes on.

As Brian came out of the bathroom he ran into Hailey en-route to her room. "Uh... I'm ready anytime you are, just needed to brush my teeth." Wearing shorts and a T-shirt, Brian was already dressed for class.

Hailey saw the way Brian was looking at her and knew she had made the right decision. "I'm going to put on some clothes... so we don't forget it's just practice."

Brian was disappointed, but at the same time relieved. He had been worried about keeping his promise. "Uh... probably a good idea. I'll be in the den but don't take too long. I still have to get to work."

"Right," Hailey replied as she continued down the hall, "I'll just be a minute or two."

It was more like ten minutes before Hailey showed up in the den. She had had difficulty in deciding what to wear. She didn't want to provide too much temptation but on the other hand didn't want to wear something she wouldn't wear, if it were Justin instead of Brian, that was waiting in the den.

When she did finally get there, Brian was nervously looking at his watch, realizing it was getting close to the time he needed to be leaving. He stood as she came into the room.

"Sorry it took so long," Hailey apologized, "I know it's getting late but I hope we still have time to practice."

Before Brian could reply, Hailey closed the gap between them and wrapped her arms around him. She had put on a blouse and shorts, covering much of the previously bare flesh, but there was no bra and he could feel her hardening nipples press against his chest. From a few inches lower her eyes looked into his. He bent forward and their mouths came together.

Their lips barely touched. Brian was cautious, not wanting to scare Hailey. He brushed his lips slowly across hers and was shocked to feel her lips slowly part. Brian's mouth opened and the tip of his tongue slowly slipped between Hailey's lips. He was afraid this might spook her but the tightening of her arms around his neck told him there was no reason to worry.

Hailey's mouth opened wider and she sucked Brian's tongue into it. She quite clearly needed no instruction but Brian was not about to tell her that. In spite of his recent relief he had already acquired a rock hard erection which right now was pressed firmly against Hailey's midsection. She sighed and clung even tighter.

Brian didn't want to break the kiss and Hailey apparently didn't either. Nevertheless they were forced to. Each took great gulps of air and their lips met again. Brian was worried about how Hailey would react to his very obvious erection but the tongue action now was even more feverish and Hailey was grinding herself against him. She not only showed no sign of being offended but even acted as if she might be enjoying it.

The passion increased, for a couple of minutes at least. Then Hailey abruptly put her hands on Brian's chest and pushed him away. There was no anger or rebuke associated with her action but Brian wasn't sure of it's meaning. It seemed like it might have been a compliment, like saying, 'It's too good, I can't take any more', but Brian wasn't sure. He looked into Hailey's eyes, trying to understand her meaning. She looked back at him, but, other than struggling to catch her breath, gave no clue as to why she had pushed him away.

Hailey eventually spoke. "Wow," she gasped. "I think I'm understanding why people like making out so much."

Brian was still afraid he might have offended her and attempted to apologize, "I'm uh sorry -"

Hailey cut him off with a quick peck type kiss, not at all like the one they had just experienced, but still enough to set Brian's mind at ease. It was clear that she was not upset by his 'boner'.

"You are a great make out," Hailey said, "Did I do good too?" She glanced down and saw that Brian's still hard appendage was threatening to rip out the front of his shorts. She smirked a bit as she said, "Uh, you don't have to answer that. It looks like I get at least a passing grade."

Brian didn't have to look down to know what Hailey was talking about. "Uh yeah... right..." he said as he turned toward the hallway, "I guess I better brush my teeth again before I head to class."

Hailey lay down on the couch and waited while Brian brushed his teeth. She was pretty sure she knew what he was really doing. She wanted to do it too. She put her hand between her legs and felt the dampness of her shorts. She wanted to take them off, her panties too, and let her fingers play. She knew though that she would have to wait until Brian left.

Brian eventually did come out of the bathroom and blew Hailey a kiss as he hurried out the door. Those have got to be the cleanest teeth in the county, Hailey thought. She mentally replayed running her tongue over Brian's teeth and tried to visualize him brushing them. Her hand was again between her legs but she needed the privacy of her bedroom.

Hailey had her blouse and shorts unbuttoned before she reached her room. Once she had the door safely closed she let the shorts fall to the floor and stripped off her blouse. As she headed into her bathroom she pushed her panties down and stepped out of them. Naked, she entered the shower.

As the water cascaded over her she thought about what had happened. Hailey knew from what she had been told that kissing was going to be fun, but she hadn't expected it to be so exciting with Brian - Justin maybe, but not her 'big brother', as she had gotten to think of him.

Hailey had one hand between her legs and the other playing with her breasts. It didn't take long before the pace of her breathing increased and she started to feel tingling sensations throughout her body. In the past this had been a precursor to a quick ending with a small shudder.

Today, however, the feelings continued to intensify. Her toes curled under and she felt flushed and weak. She leaned back against the side of the shower to keep from falling. Her hands moved faster as her excitement increased. As it peaked she let out a scream that would have brought the whole household running - if there had been anyone else home - but fortunately there was not.

Something about her practice with Brian had slammed Hailey's sex drive into high gear and turned her orgasm into a mind-shattering experience. In her wildest imaginings about sex with Justin, she had reached similar peaks, but only after considerable thought and effort. Today had been fantastic and Hailey wanted more.

She stayed in the shower until the hot water began to fade. Practicing with Brian had definitely been a new experience. Maybe it had affected him the same way. Maybe that was why he took so long brushing his teeth. Hailey wondered, Did Brian have any idea what she had been thinking since he left?