The darling schoolgirl was fascinated at the way Frank pumped his cock, the way it bubbled and fizzed on the big pricktip, cum spilling down the stalk onto his knuckled hand.

Then she heard him whisper, "Oh, oh, Amy! You sweet little fucker!"

Her heart pounded furiously.

Jeez, she thought, he's whisperin' my name. He's masturbatin' to me!

Frank jerked faster, his hand doing a hot herky-jerky on his squirting prick.

Amy watched intently, trembling all over. She felt her little cunt goosh in her panties, get all wet and sticky.

"Yeah, Amy, you darling fucker," Frank whispered, pumping harder, whacking and thumping his big cock.

The more Amy watched, the more she liked what she saw. There was something about that man lying on the bed nude, his cock hard as a bar of iron, his hand pumping on the stalk, that gave her an unexplainable thrill.

She'd never thought about it, but she guessed when men masturbated they thought about girls. She hadn't known before, but now she did.

Because Frank whispered again, "Amy, Amy baby!"

Her panties were soaking wet now, and her young pussy itched and burned. She couldn't help herself. She reached down and rubbed between her legs on her blue skirt, crunching up the pleats into her thighs.

Frank jerked faster now. His hand became a hot blur. Amy watched. His cock squirted some more. Amy rubbed between her legs harder. Her whole body shook with excitement.

"Amy you beautiful little bitch." Frank whispered softly, his eyes still closed, his face full of pleasure.

He is, he is, she thought. He's playing with his prick and thinking of me!

Amy stuck her hand up under her skirt and rubbed into her pink panties. The crotch was gummy and sopping. Her hand made her feel good.

Frank was fist-fucking his cock with a furious jack-jab now, and the sight of his lewd act had Amy so hot she thought sit might catch on fire. She wanted to be repulsed by the act, she wanted to cum but she couldn't. Just seeing her handsome uncle masturbating like that on the hod held her in a deep enchantment.