Lily's dads had to go to a wedding in the country so they had dropped Lily off at Phil and Claire's. Coincidentally, around the same time Phil and Claire were going on a trip to Vegas so the responsibility to look after Lily for a few days was left to Haley and Alex. Luke and Manny were off on a trip to New York so that left Haley, Alex and Lily with the house all to themselves.

The first night they were alone in the house they ordered a large pizza and hung out in the living room. Once they were done eating Haley and Alex poured themselves wine and handed Lily a Coke from the fridge. While Haley was lazily switching through channels, Alex noticed that Lily was looking distracted and sad about something.

"Hey Lily, what's up? You look down." Alex asked concerned.

"It's nothing," Lily said quickly while determinedly staring ahead at the TV.

"Oh, then it's definitely something. I know when someone is lying. What is it, Lily? You can talk freely, we are all girls here."

Haley's attention had moved to the conversation by now as well.

"You alright, sweetie?" Haley asked, turning to Lily.

Lily looked down at her lap, wringing her hands in an embarrassed way.

"It's just that I am twelve years old now and almost all girls in my class have breasts and I am still so flat..."

Haley and Alex exchanged a look of understanding. Haley came over to sit at the couch next to Lily.

"That's alright, Lily. Your breasts will soon develop too. There's no rush..." Alex said comfortingly.

"But there's a boy I like and I don't think he finds me attractive because of that..."

"Okay, now this sounds like my area." Haley said decisively. "Take off your top, Lily, let's see what we are working with here."

"What?! No!" Lily exclaimed, blushing red.

"It's all ladies here, sweetie. You don't have to be embarrassed."

"Both of you do it too, then. I would feel too conscious half naked by myself." Lily finally said.

"Sure!" Haley said breezily, pulling off her top in one smooth motion. She was wearing a stylish black bra which she unhooked and took off as well.

Lily stared at her older cousin's magnificent breasts open-mouthed. Haley's pert and firm breasts proudly jutted out from her chest.

"They aren't very big," Haley said coolly, holding them up in her hands, "but they get the job done," she said, winking.

Alex was staring at Haley's breasts too. Of course, having shared a room with her sister for ages she had seen her naked hundreds of times but those had all been fleeting glimpses. It was strangely exciting to see her naked breasts so casually displayed in front of her.

"Alex, your turn." Lily said, turning towards her other cousin now with a mischievous grin. It seemed like Lily was starting to enjoy the turn the night was taking.

Alex quickly gulped her entire glass of wine and put it to the side. "Sure. A woman's body is nothing to be ashamed of." She muttered, as if talking to herself. Alex pulled off her top as well, in a much less elegantly than Haley. She was wearing a pink bra which barely contained her massive breasts. Once she took off the bra, her glorious breasts were exposed to the other girls in the room.

"Wow," Lily breathed, looking at Alex's amazing big breasts.

Alex blushed.

"Yup, they are quite a sight," said Haley suggestively.

"Well, I guess it's my turn," said Lily, taking off her own top. She hadn't been wearing anything underneath and her small breasts were revealed to her older cousins.

Haley came over and casually cupped her small breasts in her hands. Lily gasped and felt a powerful tingling sensation all over her body.

"These aren't too small, Lily. They have already started developing. I don't think you have anything to worry about."

Alex who was feeling a little curious about the young girl's body as well, came over and sat on Lily's other side. "Let me see," she said and as Haley moved her hands away, she started fondling the young girl's small perky breasts.

Lily realized she was getting wet. She was old enough to realize the situation was seriously turning her on.

"Yeah, Lily, you have nothing to worry about."

"Yeah," said Haley, "Alex's breasts were the same size when she was your age and look now – " Haley got up and moved behind Alex. She cupped her huge breasts from behind and jiggled them. "Look how big and juicy they are now! If I was a guy I would totally love tity-fucking her huge breasts."

Alex inhaled sharply as Haley fondled her breasts. Haley, who seemed to be enjoying herself did not plan of letting go of Alex's breasts as of yet. She groped and squeezed her huge tits, making them bounce and jiggle in front of Lily.

Lily stared lustily at Haley almost mauling Alex's huge tits. "Can I touch too?" she asked excitedly.

"S-sure!" sputtered Alex, who was completely enjoying the attention.

Lily lent forward and took hold of Alex's breasts in her hands. The large breasts barely fit in the small preteen's hands. She squeezed those huge tits lustily, kneading the soft flesh in her hand. Overcome by lust, she leant forward and started sucking on Alex's right tit. Alex moaned loudly. Lily sucked on her breast enthusiastically, swirling her tongue around on the erect nipple. Haley came over and started sucking her other breast. This was too much for Alex who started cumming in her pants while moaning loudly.

As Alex sagged on the couch, Haley and Lily moved away from her succulent large breasts.

"Now Lily, you have doubts about your ass too?" Haley asked casually.

"Yeah! I think my ass is flat as well," Lily confessed.

"Don't worry. Let's compare again."

Haley unbuttoned her jeans and pulled them down. She wasn't wearing panties and her bare cunt was immediately visible. She took off the jeans and threw them to the side, now standing completely naked in the living room. Both Lily and Alex stared at her glorious figure. She turned around and showed off her ass. "What do you think, girls?" she said flirtatiously.

Alex and Lily stared at her amazingly rounded and pert ass. "Go ahead touch, Lily."

Lily didn't have to be told twice. She immediately felt up Haley's hot ass. She fondled and squeezed her fit ass. "It's really firm yet soft.." marvelled Lily.

"Yup," Haley said proudly.

Alex groped her sister's ass too. She had always been attracted to her sexy sister's ass. She would always appreciate it when Haley wore tight jeans or yoga pants that showed off her butt. As Alex grabbed Haley's ass and squeezed those firm round cheeks, her pussy became wet with arousal.

Haley sat down completely naked on the couch next to Lily. "Alex, show off your ass now." She commanded, crossing her sexy legs authoritatively.

Alex who was really horny by now quickly got up and took of her pants. She turned around and stood with her back towards Haley and Lily so that they could stare at her ass. Her pussy was soaking wet now at being completely naked and on display like this.

Lily stared at Alex's huge round ass. It was truly a sight to behold. Haley bent over and squeezed both her asscheeks. "Alex has got an amazing fat ass." She told Lily, squeezing and kneading Alex's ass in front of her. "Guys probably cum in their pants when she walks in front of them in tight jeans swaying her huge ass seductively with every step."

Haley suddenly stopped squeezing and slapped Alex's ass hard enough to sting. Alex cried out in surprise. "Oh shut up," Haley chided Alex, "I am sure your boyfriend's smack your fat ass way harder and you enjoy it. I am trying to show Lily something here."

Haley smacked Alex's ass again, making her fat asscheeks bounce and jiggle.

"You see her fat ass jiggling when I slap it? That happens when you have a curvaceous ass like this one. Go ahead try slapping it."

Lily grinned and eagerly slapped Alex's ass too. Her asscheeks jiggled again.

"No, you have to do it harder. And do it a few times."

Lily started landing hard smacks to Alex's fat ass with all her strength. Alex's ass jiggled and bounced enticingly with every impact. Alex cried out and moaned at the hard spanks as her ass started to turn slightly pink.

"Bend over while spreading your legs, Alex," Haley commanded Alex, landing another hard smack to her fat ass.

Alex willingly spread her legs and bent over like a horny slut. This position exposed her wet sex to Haley and Lily.

"Now I will teach you how to pleasure a girl in case you ever decide to date them," Haley told Lily. "See her wet pussy? Put two of your fingers in there. She is wet and they will slip right in."

Lily quickly thrust two of her fingers into Alex's cunt and they disappeared inside easily.

"Now fuck her with those fingers slowly. Make her beg for more."

Lily started fucking Alex slowly with her fingers.

"You can slap her ass with your other hand while you do that," Haley suggested.

Lily nodded enthusiastically and started slapping Alex's ass while she fingered her.

Alex moaned like a whore in heat. She needed more. So much more.

"Harder!" she begged Lily.

"No!" said Lily, slapping her fat ass again. Lily was really starting to get into being a dom. "Move your fat ass and fuck yourself against my fingers if you want more!"

Alex began pushing her ass back against Lily's fingers. Haley spread her legs on the couch and fingered her pussy while staring at the show.

"Come on! Shake your fat ass!" Lily commanded, landing a bunch of fiery slaps all over Alex's fat ass, making it jiggle and bounce.

Alex started shaking and twerking her fat ass on Lily's fingers. The sight turned Lily on so much that she finally started thrusting her fingers into Alex's pussy hard and fast. Alex came hard, her ass shaking and trembling on top of Lily's hand. She almost fainted with the intensity of the orgasm and collapsed on the floor.

Haley pulled off Lily's pants and started lapping at her wet pussy like a bitch in heat. Lily moaned loudly as Haley expertly ate her pussy while fingering herself at the same time. Lily already so aroused after fucking Alex came quickly, gushing juices into Haley's mouth who kept on licking and sucking her pussy as the young girl's body was lifted straight off the couch by the powerful orgasm. Haley laid back and shoved her fingers deep into her pussy and came as well, screaming loudly.

At the end all three girls lay naked in the living room, exhausted from the night's activities.