Disclaimer: I have no intention of making any money from this story or of
violating any copyright laws. This is purely an exercise in writing fiction,
satire, and parody. I don't mind if someone copies or posts this story, as
long as it is not for profit, and as long as the rating and disclaimer, in
their entirety, are contained with it.

Rating: You must be 18 or older to read this. (mf,inc,oral,cons)

Lizzie McGuire: The Next Step
by DiGiovanni ([email protected])

Lizzie was 15 now, and was developing into a really sexy and beautiful young
lady. She had lost some of the baby fat around her waist, and her breasts
were becoming more and more visible. Her face was absolutely beautiful, and
seemed to become more beautiful every day, as did her hips and ass. From her
younger brother Matt's point of view, all this did not go unnoticed. She
would wear the skimpiest blouses and the shortest skirts around the house.
It seemed like whenever she sat down, Matt would get a generous view of her
panties, and would find himself with yet another erection. It was getting so
that he could hardly look at her without getting an erection.

Matt loved it when the two of them would horse around wrestling. There was a
noticeable sexual tension between them when they wrestled, and the older they
got, the more noticeable it became. Lizzie was definitely aware of it. She
was aware that Matt would often get an erection, and she would become a
little embarrassed about it. She wouldn't call attention to it, though. She
would simply let Matt win, and then the situation would be over. She usually
wouldn't wrestle with him when she was wearing a skirt because she figured it
would turn him on even more.

She didn't really mind turning him on. She knew very well that the clothes
she wore around the house often had him drooling. And the fact that she was
turning him on was a pretty strong turn on for her. It's just that when they
were wrestling there was a lot of physical contact, and she didn't know how
far she should let it go. Lizzie and Matt were getting older and, in a lot
of ways, were becoming closer. Although Lizzie didn't see Matt as a love
interest, she knew that sexual activity between them wasn't beyond the realm
of possibility. In fact, sometimes it almost made sense. Since she was the
one making him so horny, it might seem reasonable that sometimes she should
just go ahead and get him off. He was a good-looking kid, and she didn't
doubt he could probably get her off too. But it had never gotten to that
point. Rather than take a chance with such a possibility, Lizzie had always
found it easier to just maintain the status quo.

Well, today Matt decided to see if he could change the status quo. Lizzie was
sitting on the couch watching TV. She was wearing a thin lacey blouse with an
equally thin bra. She was wearing a short denim skirt that really showed off
her thighs and ass. She was sitting with one foot on the coffee table, giving
an unobstructed view of her smooth golden thighs all the way up to her thin
white bikini panties. Matt couldn't imagine a better invitation. He plopped
down beside her.

"Hi, Lizzie. Watching TV, I see."

"Yeah. With everybody gone there's nothing to do."

Matt gave her a poke in the side "We could always wrestle, that is unless you
don't feel like getting beat again."

"Matt, you know I can beat you when I really try."

Matt poked her again, this time with a tickle thrown in "Oh Lizzie, are you
saying you never really try?"

"Matt, you know I've beat you a lot of times. And don't tickle me! ... I hate
being tickled."

Matt reached over and grabbed both sides of her waist, tickling her until she
slid off the couch trying to get away from him. That was all it took. Lizzie
was quickly on her feet, grabbing at him. The match had begun.

As Matt had grown older he had become stronger and was beginning to be more
competition for Lizzie. Usually she could have him down in just a couple of
minutes, but lately it was taking longer. To complicate matters even more,
Matt's hands seemed to end up on her ass or breasts more and more often.
Even when he couldn't get his hands there, he would somehow manage to bury
his face against her breasts. The longer it would go on, the more apparent
his erection would become. When that would happen, Lizzie would sometimes
feel her pussy twitching, becoming horny herself. That made her a little
bit uneasy. This time was no different; they were both finding themselves
becoming turned on as they rolled around on the floor grabbing and holding
onto each other. Nevertheless, she did finally get him down on his back
and sat on him, pinning his wrists to the floor. She could definitely feel
his erection bulging under her.

As they had wrestled, Lizzie's skirt had worked its way up and was riding
over her hips. She was aware of it, and was a little self-conscious about it.
Matt was definitely aware of it too, as he gazed at her white panties framed
by her smooth golden thighs.

Lizzie quickly let go of Matt's wrists and sat upright with her hands on her
hips, "Matt, why are you staring at my panties?"

Matt smiled, without taking his eyes off her crotch, "Lizzie, I think you
know why."

Lizzie became extremely self-conscious. She began to push her skirt down, but
it wouldn't go down as long as she was straddling Matt. She could feel that
her panties had gotten moist from her arousal, and even if Matt hadn't seen
the wetness yet, if she got up he would certainly see it. And, to make
matters worse, her pussy was still twitching and making her panties even
wetter. If something didn't happen fast, he would probably be able to feel
the wetness!

Finally Matt raised his eyes up to look at his sister's sexy hazel-brown
eyes. She was wearing makeup, and that made them even sexier. Her long blonde
hair was disheveled, but looked beautiful surrounding her tanned face. Her
lush pink lips were slightly open in frustration as she sat there trying to
figure out what to do.

"Lizzie, Lizzie," Matt smiled, "Are you finding yourself in a predicament?"

Lizzie knew that Matt was aware of her dilemma. She was absolutely at a loss
for words. She winced her face a little and let out a sigh, "mmm... Matt...."

Maybe Lizzie let her guard down so Matt could win and it would be over, or
maybe so the encounter would go on to the next level. In either case, Matt
quickly took advantage of Lizzie's apparent inability to respond. He quickly
wrapped his arms around his sister's waist and pulled her over to the side,
causing her to land on the floor flat on her back. He quickly rolled on top
of her and pinned her wrists against the floor. His erection could no longer
be ignored. It was pushing against her crotch as he looked down into her

Lizzie didn't know what to do. Lying there on her back, looking up at her
brother lying directly on top of her, pinning her arms, and pushing his cock
against her crotch was a definite turn on. She parted her legs a little,
allowing Matt's knees to rest on the floor between her thighs and giving him
even more contact with her crotch. Lizzie's pussy was now twitching more than
ever. She found herself unwillingly working her hips from side to side,
rubbing it against Matt's bulging cock.

Matt smiled down at his sister's lovely face "Do you feel it, Lizzie?"

"Y-yes Matt. I feel it ..."

"Is it turning you on, Lizzie?"

"Matt, I don't know if we should be doing this." She could have pushed him
off if she had really tried, but she was finding herself in even more of a
dilemma. Not knowing what to do, she let Matt take the lead, and waited to
see what would happen. All the while, she was just as turned on as Matt was.

Matt hadn't really intended to be this aggressive in his approach. He smiled
down "Maybe you're right Lizzie. Maybe this is a little too fast." He slowly
rolled off so he was lying on her right side, facing her and leaning over
her. His left arm passed under her neck, and his left hand held her left
wrist in place by her shoulder. Her right arm passed under his side so her
hand was behind him. All in all, Lizzie's hands were pretty well tied up,
while Matt's right hand was free to roam. So it did.

He raised it to her cheek and gently brushed the hair back. "Is this better?"

"Yes, I think it is ..." Lizzie felt completely vulnerable. She was flat on
her back, her hands were useless, and her skirt was up over her hips exposing
her moist panties to the whole world.

Matt leaned down and gently kissed her on the cheek. "How is that?"

"I, I guess it's okay ..."

Matt's forearm was resting on Lizzie's breast, and as they spoke he began
gently rubbing it back and forth. Lizzie knew what he was doing, but she
didn't say anything. Instead she waited to see what would happen next.

After a few moments Matt slid his hand down to her breast and began gently
fondling it. "Matt, I ...?" Her sentence was interrupted by Matt's lips
pressing against hers. It wasn't a really sexy kiss, just enough to keep her
quiet and let things continue on a little longer.

Soon Matt felt her nipple rising and becoming firmer. Her very thin blouse
and bra didn't do much to conceal it. He fanned his fingers back and forth
across it, making it grow even more quickly. Matt smiled "So I am turning
you on, aren't I?"

Lizzie couldn't help but smile "Yes, Matt, but I don't know if it's ..." She
was interrupted again by Matt's lips pressing against hers. And this time his
tongue was there too, gently pressing to get into her luscious mouth. Lizzie
didn't resist. She opened her mouth and welcomed it in.

Matt couldn't believe how good her warm wet tongue tasted. Their tongues
lavished each other with saliva, and fondled and caressed each other to their
heart's content.

Lizzie was rather surprised, too. Matt's mouth tasted good, and he smelled
good, too. Apparently he had gone through the effort of showering and
brushing his teeth in preparation for this encounter. That impressed Lizzie,
and was a definite turn on. With Matt french kissing her and feeling her up,
she had become totally turned on. She kissed him back with the same passion
he was showing, and rotated her chest back and forth, pressing her breast
against his hand.

As they finished their kiss, Matt let his hand drift down Lizzie's body, down
past her waist, all the way to her smooth golden luscious thighs. "Matt, I
think that might be going too far ..."

Matt smiled "Not to worry, Lizzie. Just leave things in Uncle Matt's hands."

With a slightly worried expression on her face, Lizzie simply lay there,
looking straight up at the ceiling, waiting to see what would happen. Seeing
her concern, Matt released her left wrist. "You can stop me any time you
want, Sis, but please give me a chance first."

"Okay, Matt. Just don't get carried away."

"I promise I won't. But one thing first ..."


To Lizzie's surprise, Matt wrapped his arms around her waist, then rolled
over onto his back, pulling Lizzie on top of him. He reached up under her
blouse and began fumbling with the hooks on her bra. Before she could really
protest, he had it unhooked and rolled her back over onto her back. Then he
began unbuttoning her blouse.

Lizzie felt like all the decisions were being made by Matt, and she didn't
really have much say in them. She didn't really mind where it was going,
though, as long as it stayed under control, so she decided to go along. She
smiled up at him "Would you like me to help you with them?" Together they
unbuttoned her blouse and pushed it back over her shoulders. Matt then pushed
her bra up over her breasts, and smiled at them approvingly. They weren't
particularly large, but they were smooth and firm and absolutely delicious
looking, with their pink nipples standing straight up. Matt leaned down and
gently took one into his mouth. He licked and kissed and swirled it around
with his tongue. Then he opened his mouth wider and took in as much of her
breast as he could. After sucking on it a few moments, he turned to the other
and did the same.

Lizzie looked up at him and smiled "Are you happy now?"

"Lizzie, you don't know how long I"ve waited for this."

"I had a pretty good idea. To tell the truth, I've been kinda wondering when
it would happen, too... By the way, take your time ... I'm enjoying this

That was all the approval Matt needed. While they kissed again, Matt ran his
hand back down to her thighs. He began gently caressing them, first one then
the other, letting his fingers drag across her thinly covered pussy as his
hand moved from one to the other. Then he slid his hand between her thighs,
with the side of his thumb resting against her pussy. He could feel that her
panties had become quite wet, and that made them feel even thinner than they
really were. As he gently stroked her pussy with his thumb, he could feel it

Lizzie was becoming more and more turned on. She parted her legs a little to
give Matt better access, and broke the kiss long enough to urge him "Use your
fingers, Matt ..."

Matt turned his hand and cupped her mound with it, using his fingers to
caress her clitoris. Matt had never touched a girl's pussy before, even
through her panties. But he was a quick learner. He soon discovered what
produced a reaction and what didn't. In no time he was manipulating her
pussy like a pro.

Lizzie was more turned on than ever now. She began rocking her hips up and
down and side-to-side, savoring every move Matt put on her pussy. She was
going crazy. She couldn't get enough of it. It didn't take very long.
Suddenly she reached down and held Matt's fingers tight against her pussy
while she bucked and twitched her way to an orgasm.

But Matt wasn't finished. He hadn't had any idea he could turn his sister on
and bring her to climax like that. It was like a new power he didn't know he
had. He waited for Lizzie's breathing to return to normal, then started
manipulating his fingers again. As he continued massaging her soaking wet
pussy, Lizzie began responding, moaning and whimpering and rocking her hips.
Soon she was responding much more than she had the first time. Matt
deliberately kept his touch light, making his sister raise her hips into the
air thrusting her pussy against his fingers. Finally, when she couldn't stand
it anymore, she again reached down and pressed his hand tight against her
pussy. This time her whole body shuddered and shook as she reached her
climax. She was completely drained.

Lizzie couldn't remember ever feeling that satisfied before in her life. She
looked up at her brother "Matt, that was great!"

Matt raised his head and smiled with his typical look of accomplishment "Yes,
it was great, wasn't it?" Then, turning more serious "Now what about me?"

"What do you mean, Matt? What about you?"

Matt put on his frustrated look. "Lizzie, Lizzie, I get you horny one time,
and I go ahead and satisfy you. You get me horny every day walking around the
house looking like that, but have you ever offered to satisfy me? Noooooooo."

Lizzie looked at him with a slightly guilty look "You're right, Matt. I know
you get really horny sometimes, and I know that I'm often the reason." She
reached down to his crotch and began fondling him through his pants as she
spoke. "I've wondered if I should go ahead and take care of it for you, but
I didn't know how to approach you about it. And I didn't know if things would
get out of hand. What would you like me to do? Would you like me to do you
with my hand like this?"

Matt raised his hand to his chin, with a thoughtful look on his face "A
handjob would be good." Then he added "But a blowjob would be much better."

"You mean put it in my mouth ...?" Actually, Lizzie wasn't as surprised as
she acted. She had often wondered what it would be like to give a guy a

"Why not? It would be good practice for both of us. Besides," he joked, "what
better way to lubricate your tonsils?"

"Eeeeeuuuuuu ..." He did have a good point about the practice, though. It
probably wouldn't be a bad idea to have someone like Matt to practice on.
Lizzie rose to her knees "Okay, Matt, I'll do it. Where would you like it?"

Matt stood up directly in front of her and dropped his pants and shorts. His
hard young cock sprung out in anticipation. Lizzie looked down at it and took
it in her hand. She had never actually touched a boy's cock before. She was
surprised at how warm and firm and smooth it was. She took a few moments to
just feel it and study it. She looked up at Matt and smiled. She wasn't sure
whether she should lick it first, or just put it in her mouth. Finally, she
opened her mouth and leaned forward. Matt put his hand on the back of her
head and guided her forward until she had the entire head in her mouth.
Lizzie began exploring the head of Matt's cock with her tongue as she looked
up into his eyes, seemingly awaiting further instructions. Matt gazed down
into Lizzie's beautiful eyes; he didn't really care what she did, as long as
she had his cock in her mouth. He couldn't think of anything sexier in the
world than watching his beautiful sister working on a mouthful of his cock.

But Matt still wanted a little bit more; he still wanted to make out with her
and feel her up some more before he pumped his load into her mouth. "Just a
minute, Lizzie, let's do it on the couch." Matt turned and shuffled his way
over to the couch. Lizzie got up and followed. She moved the coffee table
aside so she could kneel in front of him, but he patted the cushion beside
him for her to sit there. She obeyed.

With a gleam in his eye, Matt began "First let's get rid of that blouse."

With a smile, Lizzie took her already unbuttoned blouse off for him. "Okay?"

"Now the bra."

Lizzie gave him a smile, dropped her shoulders, and took it off, again
displaying her firm young breasts for him. As she smiled at him, she even
arched her back a little, just for good measure.

Matt could hardly believe what he was in for. He looked at her perfect face,
then at her perfect young breasts, with their small pink nipples standing
perfectly erect. He took a breast in each hand, then leaned forward and
kissed her. As she kissed him back, she took his cock in her hands and
fondled it in much the same way he was fondling her breasts. Their kiss was
wet and sloppy, much like an omen of the semen that would soon be spewing
into her waiting mouth. Their tongues darted back and forth into each other's
mouth in a sweet wet orgy. He fondled her breasts, gently stroking her
nipples, keeping them erect and waiting for more. Lizzie gently cupped Matt's
balls with one hand while she twirled her fingers around his cock with the
other. They went on like this for several minutes, thinking of nothing except
the sheer sexuality they were sharing with each other.

Suddenly Matt sounded urgent "Now, Lizzie. Do it now!"

Lizzie couldn't imagine what the excitement was about. She opened her soft,
sweet mouth, stuck her tongue out a little, and leaned down toward her
brother's throbbing cock. Matt didn't wait for Lizzie; he quickly pushed
her head down and thrust his cock up into her mouth. Then he exploded.
Fortunately for Lizzie, he didn't have as much cum as someone her age
would have, but it definitely drenched her tonsils. Lizzie gagged and
sputtered while Matt pumped all he could into her warm, sweet mouth. When
she was sure he had finished, she closed her mouth to hold whatever hadn't
already gone down her throat, then looked up at him, smiled, and swallowed.

Still smiling "There. How was that?"

"That was super, Lizzie! I didn't know you had it in you!"

"Well, I'm learning. You weren't so bad yourself. But you're right; I guess
we both need practice."

"You know? I was thinking the same thing. Maybe on a regular basis."

"Maybe ...."


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