Holly was naked.

I stood in the doorway of my home office, momentarily entranced by the sight. My goddaughter looked back at me from the bathroom doorway. Her expression looked a bit like a deer caught in headlights. I ducked back into the office and shut the door. The bathroom door slammed shut as well.

“It’s okay. I’m in the office with the door closed,” I called out.

“Thank you,” Holly responded.

There was a flurry of sounds in the hall, including a giggle, then another door closed. I peeked out and saw that Holly’s bedroom door was closed. With a sigh of relief, I continued on my original mission to refresh my coffee.

The image I had just seen was burned in my brain. I contemplated it as the coffee brewed. Holly was a beauty when fully clothed, but seeing her naked was something else entirely.

My goddaughter was tall and slender; her body lean and slightly muscular from years of athletics. That much I had already known, though. Seeing Holly naked had revealed firm, round breasts that were just the right size for her frame. They were tipped with large, dark nipples surrounded by small aureoles. Lower down, a thick bush of dark blonde hair decorated her pubic region. It nicely matched the colour of the hair that fell to the nape of her neck.

What struck me the most about Holly, perhaps even more naked than clothed, was her resemblance to her late mother. That resemblance brought back memories from a long time ago.

“No, don’t go there,” I mentally chided.

Holly had been thirteen when her parents, my good friends Dan and Marie Rogers, died together in a plane crash. She had gone to live with her Aunt Winnie, Marie’s sister. Since I was a close friend and had been the Rogers’ investment manager for years, their wills designated me as trustee for the estate. Dan had been a successful entrepreneur, so that estate was worth several million dollars.

When Holly turned eighteen, she had moved into residence at Western University in London, Ontario to study biology. My place was only a twenty minute walk from the campus and I had lived alone since splitting from my wife Chrissy so had lots of space. I gave Holly my spare room and a key to the house.

“In case you need a quiet place to study or get away from the campus for a while,” I had explained.

When the first wave of the pandemic of 2020 hit, the university had closed down the residences. Holly suggested that she move into her room at my place rather than back to her aunt’s home.

“I’m still in school, just doing all my classes and work online. It’ll be quieter here than at Aunt Winnie’s with her two kids around. And if things start to reopen, I’ll be closer than I would be in Kitchener,” she had argued.

Aunt Winnie agreed even though I was hesitant. So, somewhat reluctantly, I gained a boarder. With the approval of her father’s lawyer, I even arranged to have her room and board paid directly out of the trust.

Holly came to the kitchen as the coffee machine finished brewing. She was now dressed modestly in a long-sleeved t-shirt and sweatpants. That was her usual household attire. When she saw me, Holly blushed and got a sheepish look on her face.

“Sorry I flashed you. Just forgot to bring clothes when I showered after my run.”

I smiled and chuckled.

“It’s good. Accidents happen. And it gave this lonely old guy a bit of a thrill.”

Holly giggled as she took down a mug and poured a cup for herself, then filled my waiting cup.

“You’re hardly old, Neil. Dad would have been forty-seven this year and you’re the same age. Still, glad to thrill you. Do I really look that good naked?”

I blushed as I suddenly realized that I had taken this in a direction that I was not entirely comfortable with.

“Yeah, you do. Just not a sight I expected to see. Or really should see.”

“Why? We’re not relatives or anything. You’re just Dad’s best friend.”

“And your godfather. And the manager of the trust fund that pays for your education.”

I thought, but didn’t say, “And your mother’s first lover.” I was pretty sure Holly did not know about that connection between us and I was not sure she should know.

“I know you were hesitant about me moving in, even after Aunt Winnie supported the idea. Is that why?”

I nodded.

“Given my relationship to you and your family, it seemed a bit inappropriate to have you living with me. Too much risk of something like this morning happening or just people talking. I mean, I feel like I’m your uncle or something.”

“Come on, Neil. I have never thought of you as an uncle. You’re really just an old friend of the family who has been there for me a lot.”

“Yeah, it’s just …”

“That you liked seeing all of me? That makes you uncomfortable?”

I sighed.

“Maybe it’s just the lack of a social life in this damn pandemic but, yeah, it was a nice glimpse.”

Holly laughed.

“I hear you on that social life thing. I haven’t had a real date since high school. I was too busy in first year and now this fucking virus has kind of killed any chance of meeting people.”

“I was just starting to date again after the divorce. Not easy to find a date at my age to start with.”

My ears pricked up at the sound of my phone ringing up in the office.

“Got to get back to work,” I said.

I poured another coffee and turned to go.

“Me, too. Got a Zoom meeting with some classmates about an assignment.”

Holly came to see me in the rec room that evening. I was resting in my easy chair and trying to decide whether to read a book or watch something on Netflix.

My goddaughter was dressed for bed in a pale-blue long-sleeved nightshirt that barely reached mid-thigh. Some buttons were undone both top and bottom, making it more revealing than perhaps its designer intended.

She sat on the couch, a sly smile on her lips. The bottom of the nightshirt fell open, flashing me a glimpse of bright red panties. There might have been a camel-toe but the glimpse was too brief to be sure.

“Hey, Neil,” Holly said.

“Hey, what’s up?”

Holly looked nervous, but smiled.

“I was thinking a lot about our conversation this morning. You know, when said you were feeling really lonely with the pandemic keeping you from dating. I am the same. Why not each other?”

“I thought we already had each other for company?”

“I’m not thinking of just keeping each other company. I’m thinking something more intimate.”

Holly’s voice dropped to a husky whisper on that last word. She leaned towards me. The movement flashed me a view down her nightshirt. I stared, momentarily captivated by the sight of her tits. My brain scrambled for a response even as my body suggested one.

“Holly … everything I said about it being improper for me to see you naked goes double for this.”

She looked disappointed and sighed.

“Why? We’re two unrelated adults under the same roof. We know each other well and are comfortable with each other. And there seems to be an attraction going both ways.”

“That does not make it right. I am your godfather, Holly, and your parents’ executor. Your father and mother trusted me.”

“With the estate, not me. Aunt Winnie was my guardian and I am well past the age where I even need one.”

“Still, I am managing your money. It’s a business relationship.”

I was getting desperate. The fact is, I actually wanted what Holly was offering. But part of me felt wrong about those desires.

“I’m not asking to marry you or anything, Neil. Just something short term. No strings, as they say. Something to tide us both over until dating outside the household is safe again.”

“Sex is a funny thing, Holly. ‘No strings attached’ may be the goal, but emotions have a nasty way of creeping in. I’ve been there.”

“I’m not looking for a mindless, emotionless hookup. If all I wanted was an orgasm, I’d order a dildo. You’re someone who will care about me as more than just a body.”

“For God’s sake, I’m your father’s age.”

“That’s part of the attraction. I want to see how it feels with a guy who has experience. I had sex with one guy in high school and we were both virgins.”

I shook my head, trying to deal with the conflicting emotions Holly was awakening.

“We’re not meant to be lovers, Holly. That’s just not the kind of relationship we should have.”

“Why can’t close friends enjoy a little sex now and then? Especially when neither has any other way of getting any. Ever hear of friends with benefits?”

There was real pain and frustration in Holly’s voice. My own conflicting feelings mirrored it. I wanted to do what she asked. But was it right for me to sleep with a woman to whom I was so closely connected?

“I … I can’t do this.”

“I hear otherwise in your voice, Neil. I saw it in your reaction this morning.”

Holly stood. Her hand hovered near a button on her shirt. For a moment, I thought she was going to strip right there or something.

“Fuck you,” she snapped, “But that’s what I’m not getting to do, isn’t it?”

Holly stormed out in tears. I hesitated to follow. I had no idea what to do or say now.

When I finally went upstairs, Holly’s door was closed. I paused outside, debating whether to knock. Finally, I gently rapped on it.

“Come in. I’m not naked or anything,” she said.

I opened the door to find Holly sitting up in bed with red eyes and tear streaks on her face.

“Are you okay, Holly?”

“Why would you care?”

“For all kinds of reasons. Holly, I’m sorry. I was kind of harsh down there.”

Holly sighed and managed a slight smile.

“You’re probably right, though. Maybe we really don’t belong together that way. I am just … I am so lonely and horny right now. And I want to be with you so badly. Not just anyone. You.”

“Know what? I want to be with you, too. But I’m worried about how it affects our existing relationship. And I am worried that my motives might be more about reliving my past than about being a good partner for you.”

Holly cocked an eyebrow, puzzlement on her face.

“How so?”

“You remind me of a lover from long ago. From when I wasn’t much older than you. You look so much like her that I keep thinking of the two of you almost as one.”

That mischievous look came over her face again.

“Would that lover perchance be my Mom?”

My eyebrows shot up.

“You know?”

Holly started giggling.

“Winnie gave me a box of Mom’s old stuff a couple years ago. School notebooks and that sort of thing. I discovered that some of them were actually diaries from college. Your name came up a lot. Some of it got a bit raunchy, too.”

“She wrote that stuff down?”

“Some of it. I think I fell for you reading it. Seeing you through her eyes is what got me thinking of you as someone I could be comfortable with.”

I sat down on the edge of Holly’s bed. Resting a hand on her leg, I caressed her.

“That was a long time ago. Not sure I’m up to some of what Marie and I did.”

“Like fucking her standing against a wall in the back of a library?”

I blushed and chuckled at the memory. Even then, it had not been easy.

“Yeah, that one in particular. My back likely wouldn’t take it today.”

“It’s not the sexual gymnastics that excite me, Neil. It’s how much you cared about Mom’s pleasure. My boyfriend Peter was a blast but he had that teen guy focus on getting his own rocks off. I didn’t always come out of it feeling physically satisfied. Mom always seemed happy after sex with you. Or at least that’s what I felt from what she wrote.”

I slid my hand higher. Our eyes met.

“Neil, I’m okay if you think of me as the second coming of Mom,” Holly went on, “It even excites me that you see me that way. I know how well you treated her, how much you meant to her.”

“I want to have you for you, though, Holly. Not just as a proxy for a woman from my past.”

“You will. I’m not Mom and I know it. You’ll know it, too. I can’t even promise you’ll enjoy me as much as you did her.”

I smiled. My hand encountered the fabric of her panties. I backed it out.

“I’m betting you’ll be great.”

I moved up close to Holly. Leaning in, I kissed her lightly. She grabbed the back of my head and kissed me back with a heat that surprised me.

After a couple long kisses, I stood. Holly started unbuttoning her nightshirt. I slipped off my t-shirt and sweatpants, leaving me in tight little briefs. My bulge clearly caught Holly’s attention as she looked hungrily my way.

When Holly had the nightshirt off, she was left in the red panties I had noticed earlier. Unlike in the morning, I felt free to let my gaze linger on her nakedness.

Holly got up from the bed and put her arms around me. I returned the embrace, holding my goddaughter tightly. With her skin warm and smooth against mine, we kissed once more. I slid my hand down her body and into her panties to squeeze her ass.

“My bed or yours?” Holly whispered.

“Mine. More room.”

She giggled and kissed me lightly. I released her and she took my hand.

“You’re sure about this?” she asked me.

“I am now.”

We started out the door. Then Holly paused.

“I need to get something.”

She dashed over to her nightstand and searched the drawer. When Holly returned, she had a strip of condoms in her hand.

“I’m betting you don’t have any.”

I laughed.

“No, I don’t. Haven’t needed them in a long time.”

“Neither have I, but I play it safe. Better to have them when you don’t need them than to not have them when you do.”

I laughed again and kissed her. Practicality was another trait she shared with Marie. Holly ducked past me and raced to my room. I followed at a more leisurely pace.

When I entered my bedroom, Holly was on the bed grinning from ear to ear. I paused at the foot of the bed and slipped off my briefs. Holly’s eyes widened.

“Problem?” I asked.

“Your cock is big,” she said, smiling.

“Not really. Just a bit above average length, I think.”

“I’m talking thickness here. Peter’s wasn’t like that.”

“Probably good he was your first rather than me then.”

We both broke out laughing. I climbed up beside Holly and grabbed the waistband of her briefs. Slowly, I pulled them down to reveal lush pink lips below the thick blonde bush I had noted in the morning.

Tossing the panties aside, I lay alongside Holly and kissed her. As we kissed, I took one of her tits in my hand and massaged it, squeezing the soft mound while rubbing her nipple with a finger.

“Like my boobs?” she asked.

“Love them.”

I moved down, kissed the tips of Holly’s nipples, then began gently sucking on one. With my hand, I caressed her toned belly, working my way lower until my fingers brushed through her pubic hair. Then I dipped that hand down between Holly’s thighs to caress her vulva with a finger. Holly was already wet so I pushed the finger inside, eliciting a gasp from the young woman.

I brought my hand up to Holly’s mouth, letting her taste herself. Then I began kissing her, beginning with her mouth and working my way down her neck, breasts, belly, and finally her sex. I kissed the soft lips, then slid my tongue in. It had been a long time since I had tasted a woman and it excited me.

Moving to Holly’s engorged clit, I teased it with my tongue, then sucked gently. At the same time, I slid a middle finger into her pussy and explored inside. The combination of finger and mouth did the trick. My goddaughter was moaning and writhing, clearly enjoying the attention I was paying to her pussy.

With a cry, Holly arched her back. A stream of her juices soaked my fingers. I kept going until she had a milder second climax.

“Oh shit, stop for a minute. I’m so sensitive now,” Holly gasped finally.

By this point, my cock was rock hard and eager for some attention of its own. I crawled up over Holly and gave her a long, deep kiss. Then I put on a condom and guided my cock to her dripping slit.

“Take me, Neil,” she said, almost pleading.

A memory of her mother saying the same words came over me. We had been on her bed in the apartment Marie shared with two friends in her later years of university. It was late at night. One friend was away, the other fast asleep. It was Marie’s first time so I had tried to be gentle.

Dragging my attention back to the present, I entered Marie’s daughter. Since Holly had already told me she was no longer a virgin, I figured I did not have to be as careful as I had been with her mother. I drove my cock all the way in with a single thrust, then began fucking her in a nice steady rhythm. She was quite wet so my cock slid easily in and out of her.

Holly’s legs wrapped around mine. Her tits wobbled with each impact of my body against hers. I lowered my mouth to Holly’s to kiss her. She held my head in place, sliding her tongue against mine with a heat I had rarely felt from a woman. Save one.

The explosion of pleasure in my groin had me seeing spots. It erupted with a force that was unexpected, leaving my body quivering as my cock pumped out its seed. I kept moving until it passed, then collapsed on top of Holly. She put her arms around me, caressing my hair and back; whispering soothing words in my...