Karen was disappointed when Todd and Abby moved away a month after Karen had received her first lick. She had tried to approach the subject several times with Abby but couldn�t seem to find the words. There was no way Karen could approach anyone else so she was left with only her fingers for sexual satisfaction.

With Todd and Abby now gone, there was also nowhere for her to go if her parents wanted to go out either. Fortunately for her parents, her father�s brother lived fairly close so Karen would go over to their house if her parents went out. Unfortunately for Karen, her cousins were both boys. One was a year older than she was and one a year younger. Occasionally they would play with her but most of the time she would fend for herself when there.

On one occasion, about a year after Abby had moved, Karen was at her uncle�s house. Her cousins had gone out somewhere to hang out with their friends. Karen knew she would be the only girl so opted to stay at the house. Being alone, there wasn�t much to do for her. She had been amusing herself by striking poses in a mirror. She had thought she was alone until she looked up to see her uncle leaning against the doorway of the room. She jumped when she saw him and her face turned red.

�Why�d you stop?� her uncle asked.

�I donno,� she blushed. She wasn�t about to admit to him she was pretending to be a model.

Her uncle was a photographer and her posing amused him. He was also somewhat surprised also. To him, Karen had been just a little girl, his niece. He had noticed she was growing up. In some of her mock poses, she had pushed her chest or ass out, revealing a young woman�s body. He also was slightly impressed by her hidden talent. He was used to working with models and some had been extremely frustrating to photograph. They seemed to be very clumsy while modeling. Karen, although obviously lacking in training, showed promise.

�Would you like to be a model when you grow up?� he asked.

�What do you mean �when I grow up�? I am grown up. I�m already a teenager!� Karen defended, resenting the fact he still seemed to think of her as a child.

�I mean as a career� Would you like to be a model?� he repeated.

�Maybe, but I doubt if I�ll ever be good enough,� Karen confessed. Her dream was actually to be a model but she knew how tough it was to be one. On the one occasion she had mentioned the fact to her mother, she had given her a half hour lecture on all the reasons not to be a model. The last thing she wanted was to have a repeat performance from her uncle.

�You looked pretty good to me. Tell you what� Let�s go down to my studio and shoot some pictures. I�ve got nothing to do and it looks like you�re a little bored too. Besides, it�s much easier to look at a picture of yourself posing than trying to do it in front of a mirror,� he suggested.

Karen blushed again. She liked the idea but was a little shy. Her uncle was right, however. She was bored. �OK,� she relented. It was better than doing nothing.

Her uncle told her aunt he had some work to do at the studio and he was bringing Karen with him to help. The two were soon at the studio. It was Karen�s first time to watch her uncle set everything up and she thought it fascinating. After a few minutes, he grabbed a camera. �Let�s take a few. I�m going to use a digital so you can see the results right away on my computer.�

�OK. Ahh� what do I do?� Karen asked. Goofing around in front of a mirror was one thing but actually posing, she realized, was something she knew nothing about.

�It�s easy!� he chuckled. Her uncle then began to give her instruction on how he wanted her to pose. At first she felt a little silly doing what he asked but soon forgot her inhibitions. �Well, the camera�s full,� he commented as he put the camera down. They had taken several pictures. �Let�s see how they came out, shall we?� he offered.

Karen waited anxiously as he loaded the pictures into the computer. The few minutes it actually took seemed like hours to Karen. Soon, however, her image flashed on the screen. �Oh, gawd� Yuck!� she blurted.

�Not so fast� That�s only the first one. You got much better later,� her uncle encouraged. He continued going through the series.

He had been right. Even Karen could see the improvement as he went through the pictures. Her uncle made various comments on each picture, most of them very complimentary. Karen was quite pleased with the results when he brought up the last picture, adding his compliment to it.

�Too bad you don�t have any other clothes with you,� her uncle commented.

She had been wearing and old shirt and jeans. If she would have known she was to have her photograph taken, she certainly would not have worn what she did. �I didn�t know,�

�We could do something else� You know models pose for lingerie shots, right?� Karen nodded. The thought of doing such shots was embarrassing to her, being only 13, but she did realize models did pose like that. �Well, if you�re up for it, we could do some like that of you. You�re wearing panties and a bra, right?� her uncle suggested. He noticed the horrified look that came over Karen�s face. �Of course, most girls your age are too shy for that anyway. I guess they don�t realize people know they wear underwear or something. It�s funny� I photograph ladies every day in lingerie but I�d probably be arrested if I wanted to photograph girls your age like that even though they wear the skimpiest bikinis they can find on a beach. Maybe they just don�t know their normal underwear covers them even more. I guess you�re still a little young for lingerie shots, right?� he added.

�No!� Karen snapped. I�m not too young!�

�Great! Why don�t you take your jeans and shirt off and will take some more pictures then,� her uncle responded.

Karen suddenly realized she had just agreed to pose in only her underwear. She cursed herself for trapping herself but it was too late now. To refuse would be to admit her uncle was right about what he had said and that she was too young. �Um� you gotta dressing room where I can change?� she timidly asked.

�Yeah, that door right there,� her uncle answered, pointing to a door off the studio.

Karen walked over and opened the door. It was a small, but very adequate dressing room. There were a few hooks on one wall beside a large mirror. The other wall had a long rack. She walked in and closed the door. Instinctively she felt for the lock but there wasn�t one. �Duh�� she muttered, realizing there was no point to locking the door anyway. She was going to strip down to her underwear and then walk out. What was she worried about anyone seeing?

Slowly she unbuttoned her shirt and hung it on one of the hooks. She could feel the butterflies in her stomach as she undid her jeans. Hesitantly she pushed them down and stepped out of them. She took her time hanging them on a hook and smoothing them. It didn�t really make a difference but it did buy her a few more seconds. Karen walked up and stood in front of the mirror. Carefully she pulled and stretched her underwear, making sure it covered as much of her as possible. �You about ready?� her uncle hollered from the studio.

Karen tugged up her panties, studying them in the mirror. Her action just made them tighter on her pussy, outlining it even more. Not satisfied with the results, she grabbed the bottom of her panties and pulled them down a little, relieving the tightness of them on her pussy. Of course they rode lower on her hips and showed more of her belly that way too. She repeated the process a few more times until she was satisfied she couldn�t cover herself any more.

She then turned her back to the mirror to see how well she was covered from that angle. Once again she began to pull and tug trying to get the best possibly coverage she could out of the tiny garment. �Come on! Hurry up!� her uncle called. Karen knew she�d have to walk out sometime and let him see her in just underwear. It was no use trying to cover herself more � the panties would only cover so much. She quickly glanced at her bra. Fortunately that seemed to cover her tits quite well, but it still was a bra.

Karen�s knees were shaking as she slowly opened the door. With her arms folded over her chest, she walked into the studio. Todd has seen her naked but she had seen him too. He was also a boy, not her uncle and not a man. How had she gotten herself into this situation she wondered.

�OK, let�s get shooting again,� her uncle stated, seemingly not even noticing she was only wearing underwear. As he gave her instructions, Karen followed them; slowly at first but then quicker as she became accustomed to just being in her underwear.

They did a few more sets, reviewing them after each. Between the sets Karen still tried to cover herself, but not as much as she had been in the beginning. As they finished the forth set, she had gained enough confidence to leave her arms at her side as they looked at the pictures.

Karen was surprised how well she looked. Had anyone before this wanted to take a picture of her in her underwear she would have immediately refused. At this point she was comfortable though. The pictures made her feel sexy. As they looked at the last picture, her uncle looked at the clock. �We�ve got time for one more set. Take off your bra.�

�What?� Karen gasped.

�Take off your bra. I�d like to get a few shots of your back. Besides, your bra doesn�t match your panties and you�ll look better without it,� he explained.

�Ah� um�� Karen stuttered, trying to think of a reason to refuse.

�Look, it�s only your back and nothing will show,� her uncle grumbled.

He was right. Her back was no big deal, but to take her bra off and have nothing to wear but panties was something she wasn�t ready for. The pictures so far had been better than she expected though. Karen finally gave in and took her bra off, trying to keep her back exactly facing her uncle. She dropped the bra to the floor, not knowing what else to do with it.

Her uncle reached down and picked the bra up. �I�ll put this with your other clothes,� he muttered as he went to the dressing room, hanging the bra on one of the hooks. He returned, picked up his camera, and told Karen how he wanted her to move. She posed as he instructed.

�OK, now turn around. You can cover your breasts with your hands. Id like a few more shots from the front now,� her uncle directed.

Karen froze. The thought of facing around wearing nothing but panties scared her to death. She had gone this far though, and he had told her to cover so he wouldn�t see anything anyway. Seeing no other choice, she did as he asked. He posed her in a few different poses but never asked her to move her arms or hands.

�A few shadow shots and will call it a day, OK?� he said.

�OK,� Karen agreed. She watched as her uncle rearranged the lights. He then positioned her and went back to his camera. After having her move slightly, he seemed satisfied.

�Good, now drop your arms and will take the last few shots,� he instructed.

�I don�t want you to take pictures of my boobs,� Karen blurted,

�I�m not going to. The lighting will make you look all black so just your profile will show. I�ll show you. Drop your arms, I�ll take a picture, and I�ll show it to you,� he explained.

Again Karen ran out of arguments. Reluctantly she dropped her arms to her sides, revealing her young, perky tits to her uncle. Almost immediately he said, �Good, Got it. Come here and look at it.�

Karen folded her arms over her chest and walked to the computer. What she saw wasn�t what she had expected. Her body appeared black against the bright background. The only detail in the picture was her outline. �See, I told you, right? Now let�s get a few more.�

Karen walked back to her spot. The picture hadn�t really showed anything, as her uncle had promised. Again he had her drop her arms and posed her for several shots. They were over quickly and the two went to the computer.

�Like them?� he asked as they finished the review.

Karen nodded. The pictures were nice, even though she had been bare-chested.

�There�s only one problem. Look,� he stated as he went back through the pictures one by one, pointing out the unmistakable outline of the lace trim of her panties. �I�d like to get at least one clear shot. Why don�t you go back up there; slip your panties off; and I�ll take a few last shots.�

Karen slowly walked back, deciding what she wanted to do as she did. She wasn�t crazy about getting naked but she did see what he was talking about. She was proud of the pictures. To make them perfect she knew she had only one choice. Karen took a deep breath and pushed her panties down. Instinctively her face flushed. Her uncle told her how to pose and the camera began to click.

�Alright; all done,� her uncle announced. Karen reached down to retrieve her panties. �Wait a minute before you put them back on. Let�s make sure the pictures are OK first. If they are, you can get dressed and we�ll get out of here.�

Karen folded her hands over her pussy and walked to the computer. She stood directly behind her uncle making sure he couldn�t see her. They went through the last set of pictures. Karen really liked them and noticed right away the panty lace wasn�t there. She hadn�t wanted to get naked but the pictures were worth it.

Without warning, her uncle spun around and faced her naked body. �Go get dressed and we�ll go home.�

Karen scurried into the safety of the dressing room and closed the door. It was then she realized she had left her panties on the floor. Not sure what she was going to do, Karen grabbed her bra and put it on. She thought about dressing and not bothering with her panties but decided against it. She�d die if anyone ever found out. Going out and getting them would mean parading in front of her uncle again and she didn�t want to do that either. The only option, although humiliating, was to ask him to pass them in. �Um, could you pass me my underpants?� Karen called in a timid voice.

She positioned herself at the door so she could grab the panties when they were handed to her. She hadn�t expected the door to swing open though and as it did her uncle stood there with her panties in his hand. �Here,� he offered as his hand reached out. She didn�t expect him to just stand there either, but he did. With no other choice, she took the panties and finished dressing in front of him.

�Let�s go,� he ordered once she was dressed.