I had always remembered Jillian as the giggling, dark haired girl that came over to play with my youngest sister. She was a sweet child and very polite. I remember that when she laughed she covered her mouth so no one could see her braces. Her hand over her mouth made her appear that much younger. When I was graduating high school she was in junior high. She was growing fast and learning about boys. Listening to her and my sister whisper during sleepovers, I overheard her talk about me several times. Between her and my sister it was hard to keep with the conversation between all their giggling and shushing.

Though she tried to be subtle, Jillian let me know of her feelings. As we got older she'd ask me about my girlfriend, if I was going to take her to the prom, even what it was like to kiss. She even asked me for advice on the subject, which I casually deflected by calling attention to the new sweater she bought. I wasn't attracted to her; a growth spurt had left her too tall and gawky while she faced a severe case of early childhood acne. When I came home and heard her voice in the living room I silently crept up the stairs as to not arouse her attention.

When I graduated I left for Boston on a scholarship. Sometimes I'd receive letters from my sister that detailed stories of her dates, cheerleading and the advanced classes she was taking at school. Once in a while she'd mention Jillian and how she always talked about me. She suffered a string of miserable boyfriends and horrible breakups that seemed to worsen with each letter. She began writing me herself and always mentioned coming to see me and spending the weekend together. That never happened but every year I'd get a homemade card for my birthday, along with her effusive feminine script at the bottom.

When she graduated she was accepted and began classes at Emmanuel, a woman's college in town. I was already working, and though I had many friends, I began to hear from Jillian more and more. Eventually we planned a dinner together and, since she was new in town, I selected Isabella's, an upscale French restaurant. When I suggested it she squealed with delight.

I met her in her dorm. Waiting in the vestibule, I had the chance to view many of her fellow dorm mates; fresh young girls sprayed with perfume and made up for a night at the nightclubs, most likely picking up boys. She surprised me, coming out of the elevator behind me rather than the main staircase I was facing. Her scent hit me before anything else. It was the warm, inviting scent of lilac and youth. I turned and almost jumped back.

The girl before me, while unmistakably the Jillian I remember pouring over teen magazines with my sister in her bedroom, had changed beyond anything I imagined. She had grown at least a foot taller and now reached my chin. Her hair was long, blonde and held tightly in a French braid. Though her breasts, small and round, still revealed the girl that had a lot of growing up to do, her hips and legs foretold the woman she would be. She had obviously kept in shape, with firm, toned legs peeking through the split in her black evening gown. An understanding string of pearls and jade earrings finished her looking. She flashed a wide green I recognized immediately.

"Ready to go?"

Over dinner I learned Jillian had turned the girl I remembered into the mature, intelligent, vivacious woman across the table from me. We talked at length about her new interest, classical studies, and her new life as a college freshman in a city so far away from home. She shrugged modestly at this, expressing that she never felt enlivened by the small town where we grew up. It had always been her dream, she said, to explore the world and learn everything she can about it.

I could see a newfound direction in her eyes I'd never noticed before. She seemed to be almost a completely different person. I had to remind myself it had been quite some time since we last saw each other. We didn't stop talking throughout dinner. I was able to catch up on the last few years we spent apart and found her newly refined sense of humor was enough to make me laugh several times. Afterwards we walked together on the beach. Fall was coming and the crisp air had driven all stragglers from the beach. Her heels unable to support her on the sand, she removed them and went barefoot. She seemed much smaller as we held hands together.

We lost track of time and when I next looked, the moon had risen to the center of the sky and the lights in the windows of the nearby houses had all been shut off. Looking at my watch I saw it was long past midnight. It was Friday night so I was unconcerned about an early morning but this was hardly the typical first date for me.

I took her home and prepared the couch for her. I'm sure, had she been awake enough to realize it, she would insist on sharing my bed but I felt more protective towards her than anything and knew she would be just as safe wrapped in my blankets on the couch. Already half asleep, I laid her down to rest on the couch. As I crept away I could hear her steady breathing of sleep.

The next morning I awoke and, after showering and dressing, went to help her home. She was still fast asleep, however, and had kicked all but the smallest blanket onto the floor. Her dress had ridden up and, in the position she rested in, I could see the smooth expanse of her inner thighs. She looked like a seductress, legs spread wide for her lover, but the faded rouge of her cheeks made her appear more like the inexperienced nymphet she was. The vision drew both lust and tenderness in equal measure from me.

Sitting on the arm of the couch, I tried to rouse her but she only groaned and rolled over, as if irritated. I whispered her name and repeated it more loudly but still she slept. I moved to sit next to her and took her chin in the palm of my hand and gently shook. Finally her eyes opened and she mumbled her displeasure.

"I've got to go, I've got work soon," I pleaded.

She closed her eyes and did her best to ignore me. I took her shoulder and shook harder. "Jillian, you need to get up now. Don't you have class today?

Sighing, she said she didn't, then hesitated and admitted that she did. "But it's been so long since I've had such a good sleep, please let me rest just a little bit longer."

With that she dropped back onto the pillow and shut her eyes. Not able to resist her in moments like this, and knowing that she does need a good night's rest, I allowed her a few minutes respite but, as I had to leave immediately, she had to get up soon and get to class.

I kissed her on the forehead, something that surprised her both and made my way out the door.

The day was long and tiring and I was looking forward to coming home, putting my feet up and relaxing before dinner. Imagine how surprised I was then to find Jillian, curled up on the couch, the blankets from the previous night laid out on the floor and the remains of my snack food; cans of soda, boxes of cracker and the remnants of cookies on top of the blanket. Jillian was clutching her knees to her chest, casually watching television.

I gaped at the mess of my living room. "Jillian, what happened? You didn't go to class? What's going on here?"

She straightened up immediately, surprised by my sudden entrance. "I didn't expect you home so early." She looked out to the middle of the floor, "I was going to make you a picnic dinner but I ended up making a snack for myself and taking a nap instead. I'm sorry." She jumped up, grabbed my hand and said, "Come on, give me a second to get dressed and we'll go out and have a great meal together!"

I pulled her hand off me. She was a sweet girl but I wasn't in the mood. All I wanted right now was a place to sit and some quiet. "I told you you had to get up and go to class. You told me you would. Didn't you?"

She nodded quietly.

"But you didn't and I trusted you. If I'd have known you were going to spend the entire day lounging in my house and ransacking the kitchen I'd have made more of an effort to get you up but, silly me, thought you were mature enough to fulfill the few responsibilities you have." I found myself reverting to the past. I was the older brother, watching over his sister and her friend while she was the troublesome girl she had been as a youngster.

I was comfortable with the familiarity of scolding her and remembered how often it had come to this when she was growing up. It seems, despite the years and the changes between us, that very few things really change.

I noticed she was dressed only in one of my t shirts. It draped over her and gave the appearance of a baggy dress. It ended just above her knees, showing her calves and bare feet.

"Why are you wearing my shirt? Where's your dress?"

She stammered, obviously thrown off by my tone. "I...I didn't have anything to wear after my shower so I borrowed one of your shirts. I used to do that when I spent the weekends over at your house, remember?"

I could only rub my forehead as I took in the events. I cared for her, that was beyond a doubt, but I didn't like the idea of her skipping classes and lounging around making a mess when she should be studying. I didn't want to make this a habit. She was looking at her feet, obviously upset about what she'd done. I knew it was up to me to change things. I didn't want things between us to go bad but I knew Jillian, have known her since she was a little girl and I know she's always needed guidance in her life or she goes astray. I care too much for her to let that happen.

We stood there silently, both contemplating the situation. Her eyes never left the floor as I sized her up. In my oversized shirt she looked more like the child I remembered than woman. I knew what had to be done and I know she felt it to. It was up to me to make it known.

"Do you remember what happened that summer you visited us at the lake?"

She looked up, her eyes widening.

"That night my parents went out and left you in charge? What happened?"

She struggled to speak, she was afraid but I waited for her to answer what I know she was thinking.

"We went swimming."

"Who went swimming?

"Me and Trina...Trina and me."

"That's right. Your sister and I went swimming. Why was I so upset about this?"

"Because you told us not to. It was too late."

"And what else?" I raised my voice, growing bored of the game she was playing.

"We went skinny dipping. We weren't supposed to. We knew that and we knew it was too late to swim but we did it anyway."

"What happened then?"

Her face instantly went scarlet. "Please Lee..."

I repeated the question.

In a slight voice she whispered; "You spanked us."

"That's right, Jillian, I spanked you. And it really made a difference didn't it? For the rest of the week you two were nothing but perfect angels. Mom and dad wondered why but we kept it our own little secret, didn't we? But we both know how to get you to listen now. If a spanking is the only thing that will get you to follow directions then I guess you haven't been spanked enough lately." I grabbed her hand and she tugged away.

"Please Lee, I'm a big girl. You can't do this...it's not right!"

I looked her deep in the eyes. I knew her and could see nervousness, the same nervousness I saw that night at the lake when I first took her over my knee and every time after that. She held up the front of a mature, respectful woman but knew beneath it was a girl that needed and, yes, still feared the heavy hand of one that cared for her on her bared bottom.

I responded; "You've already shown you're not nearly the grown up you'd like to think you are. I'm sure a good spanking will do wonders for you, maybe it will let you remember what it was like to be punished for doing wrong, and help you to behave in the future. That's what it did back then and, if I'm right, it will do the same for you now."

I took her hand and led her to my bedroom; she followed with only the slightest fight left in her. What was indignation at being spanked had since disappeared. What remained was the healthy fear every child experiences the moment before going over a lap.

I sat down, angling her between my legs so we faced each other and spoke.

"Jillian, you know I care for you very much. You're the sweet little girl that always laughed at my jokes and followed me around like a shadow whenever I went anywhere. I'll always hold you close in my heart. That's why it upsets me when I know you're not living up to the person you can be. You're such a bright, loving girl, that is pains me to see you squander yourself this way." I held both her hands in my palms. "That is why this has to happen. You're going to go over my knee and I'm going to bare your bottom. The spanking I will give you will be hard and long and won't be easy for both of us. Before it is over you'll be crying and begging me to stop but you know I cannot until you've learned your lesson. While this happens, I want you to think why I'm doing this and how you can avoid this from happening in the future. I want you to think how you can be a better girl and become the woman I know you can be."

When I finished I hugged her. She smelled of fresh peaches and her hair was silk against my skin. As she stood I noticed a single tear making its way down her cheek.

My hand on her thigh directed her and, without only a slight hesitation, she solemnly laid across my knees. I placed my hand on the center of her bottom and repeated what she already knew- I was doing this for her own good, that she was a good girl and this will help her to be better- all things she'd heard countless times as a child. I then lifted the tail of my shirt and revealed a pair of pink French cut panties restraining the full cheeks of her rear.

It had most likely been many years since she'd last been spanked and as necessary as this was, I thought it would be best if I eased her into it. I began spanking her evenly across her backside; quick, sharp claps that caused her to inhale loudly with each one. I laid down the primer, wanting to turn her fair skin a faint pink before I proceeded any further. The crack of my palm resounded through the room and she remained impassive, resolutely taking her punishment without a fight. I felt a slight warmth emanating from her rump and knew she was ready.

Without a word I pulled her panties down to her knees. She started at this, her head raising up quickly, and then dropping down, as if not wanting to give me the pleasure of a fight I would win. I stroked her bared bottom with my open hand, gazing upon it since she last received a spanking from me in junior high. It had grown since then, filled out and become much more feminine. She possess the body of a budding woman, the wide hips, smooth, sleek legs and skin softer than velvet. I can't say I wasn't drawn to her in more than a protective way.

As if I'd breached something she didn't expect, I heard the slightest of sobs. I had not yet even laid the first slap to her newly bared flesh and I noticed her begin to cry. My heart stirred at this but I knew she relied on me to take her through this, no matter how difficult it may be. I steeled myself and began spanking in earnest. I landed one...two...three hard spanks, first one cheek, then the other and back again. Her sobbing became a bit louder now and had turned into a continuous, slow wail.

Knowing I was doing my job as I should, I increased the pace. The soft skin of her bottom had turned a deep pink to a bright crimson and my hand, sharing the pain, colored along with it.

Her legs kicked and she gave up any pretense of passivity and squirmed to ward off the smacks that landed on her from mid thigh to high on her seat. She tried to speak but it just came out in stuttered sounds and wet sobs that I felt deep in my heart. I knew she didn't enjoy this, she'd had enough growing up that she never should need another ever again, but I knew it was something that had to be done and something only I could do. I sensed she knew it too.

My hand slowed and in between chastising slaps, I rubbed her tender rub in slow circles. This allowed her to catch her breath and feel the sting as it settled into her. I admired her butt, full and inviting, it was all I could do to not turn her over as a man should take a woman. Her skin was soft and fragranced. With one finger, I stroked the crevice of her rear, stopping momentarily to tease her bottomhole. As I continued, I felt a trace of moisture dampen my thigh and the tempting scent of her womanhood teased me.

I continued, my opened palm rising and striking, the shaking girlflesh of her bottom. She was crying outright now, heavy tears traced their way to her chin, landing in tiny pools on the carpet below. She could not speak, her voice had become a quavering unintelligible sound that told me I was nearing. With a series of rapid fire slaps to the bottom of her rounded cheeks she broke. With a screech she turned and bawled on my shoulder.

I held her that way for what could have been hours. Not a word passed between us, just me rocking the penitent girl on my lap. Her heels were folded underneath her as she rested on her laps. Her rear was too sensitive to rest on the rough fiber of my pants. Instead I stroked it, soothingly. She reacted to this with a gentle humming sound I only heard when her lips neared my ear.

I kissed her forehead and then I kissed her ear. I kissed her neck and I kissed the soft expanse of her cheek, wet with tears. I lost track of the number of times my lips touched her but with each one she seemed to come back to me. Her breath slowed and she sloppily wiped the tears away with hands that moments ago rubbed them hastily into her face. I watched her, one arm resting protectively on her bottom and, as if in a trance, kissed her full on the lips. Both our heads pulled back, aware of the door we had opened.

"I love you Jillian."

Upon hearing this the tears began anew. "I know you do. You always have, just as I love you. We always have." She returned this kiss, this time more passionately and clung to my neck. When it broke she composed herself, finding the words. "I know that was difficult for you. I know you didn't want to hurt me that way but we both knew I needed it. I don't want to say this...but thank you. I really needed that." She kissed me again. "I'll probably never admit that again, but it was just what I needed, thank you."

That night she shared my bed wearing only my shirt. Her arms wrapped around me, I was comforted by her warm patch of down as it rested against my leg.

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