A few days after Joanne's tickling, (Cousins - Part I), Denise returned from a few days at the beach. Denise and I got along like a couple of lovers. Not that we were. It was just so easy for us to spend time together. We got along so well. She came back when she did because she was to attend a friend's family picnic the following day. She wasn't seeing anyone at that time, so she reasoned I would be her "date".

We talked long into the night, catching up on the last few years since we'd seen each other. I had been sleeping on the couch, but surrendered it to her around 2 AM when we got tired. The couch was one of those kinds that lay out forming a small bed. After a shower I streached out on the floor to sleep. After Denise came out of the shower and found me laying on the floor, she acted as if she was insulted. "Just what the heck are you doing there?" She asked.

"Going to sleep, I thought." I replied.

"Like hell. The couch is plenty wide enough for both of us. You just have to be a good boy and keep your hands from where they don't belong." She said. No matter how church or state would look at it, in my mind Denise was my cousin and sleeping face to face with her didn't seem right, which is what I told her. We went around and around about it until I knew there would be no sleep unless I gave in. So under seperate covers we tried to sleep.

Thirty minutes later I was still awake, as was she. I could smell her hair and Ivory Soap skin. "I just can't do this." I told her. "But I do have an idea." I moved to the foot end of the couch. She was half asleep and just mumbled something. This was better. Somehow it didn't "feel" as wrong not being face to face. It wasn't long before she was sound asleep. I, however, had a new sleeping problem. As she turned to get comfy Denise pulled the covers up around her shoulders and exposed her pretty bare feet. It was now going on 4 AM, I should be asleep and all I can do is stare at her feet in the dim light shining in through the living room window. I resisted as long as I could but, finally had to reach out and softly touch the sole of her foot. Then, after a short time, I began to gently stroke and fondle them, making sure not to wake her. To be sure, I got very little sleep that night as only a few times as she moved in her sleep did her feet get out of my reach.

Her feet were a foot lovers dream. Soft and smooth like she never even walked on them, perfect toes niether long and thin or short and stubby. A nice high arch, she could have been a foot model. As with all good things however, this had to come to an end. The sunrise came and the morning got later. Denise told me she just "had" to be up at a certain time so she could get home and change clothes for the picnic. As much as I hated doing it, I had to leave her side and her feet. I got up and made coffee. She never even stirred when I left. After getting the coffee started I headed to the bathroom to shave and brush the old teeth.

As I walked by the couch, her feet still stuck out from underneath the covers. I reached down and tickled one. "Time to get up." I told her. She bent her leg to get away from the tickle, giggled a bit and mumbled something under her breath. After cleaning up I came back for some coffee but she was still asleep.

Again I tickled one of her exposed feet and again she giggled and pulled it away saying, "I'm up...he he he." Returning with two cups of coffee, I found her still not moving. I set down the cups and moved towards her feet again. She was on her stomach as I reached down and tickled her foot. She bent her knee so, I tickled the other foot. Again she moved her foot to get away from the tickle. With both her feet in the air now, I sat right where her feet would come down. They did, right in my lap. Holding the ankle of one foot, I began to lightly tickle her. Now she couldn't just pull away. She started to giggle and squirm. As my fingers in a feathery soft touch glided across the sole of her foot,she pouted, "He he he...Hey comeon, that tickles. You're not being very nice."

"Time to get up." I said.

"He he he ... I am up ... he he he." She giggled. "Now stop that and leave me alone." I stopped and let go of her, and started to drink my coffee. Denise just pulled the covers over her head. This just made it better for me. I let her half drift off back to sleep with her feet still in my lap. It was getting later and I knew soon her sister would get home and we would have to be on our way. I wanted to get in a real good tickle before she got there. So I started in again, ever so softly on her foot.

Again she began to squirm and giggle. "There you go again being bad." She said in-between giggles. I began to increase the pressure on the sole of her foot and she began to squirm and giggle even more.

"You gonna get up?" I asked her.

"No ... he he he. le he he ... leave me alone ... ha ha ha." She exclaimed as she fought for control. Denise wasn't as ticklish as her sister Joanne or at least didn't react the same. She giggled more than laughed and didn't scream out for mercy. But anyone could see it was getting to her. She started to fight harder to get away as I continued to tickle her, but I had her well under control. I kept asking if she was ready to get up and she kept saying no. Now it was a contest of who would keep going the longest. I let her roll to her back, she bucked and giggled telling me to leave her alone. Five minutes went by and I gave her a break. As soon as she caught her breath I started in again on her. Ten minutes and she was still fighting. After fifteen minutes, finally, to my dismay, she shouted "ALL RIGHT ha ha ha. You win he hehehe, please I give up."

So I stopped. "About time." I said.

"Damn." She said, but with a smile on her face. "You only got me to give up because I was asleep and wasn't ready for it." I got up and went for more coffee, but said nothing. Late in the afternoon, after sitting around with alot of people I didn't know, I was getting pretty bored. Denise was using me to keep away unwanted advances from the guys. She was "with" someone, she would say. I was sitting in a lawn chair next to a lounge where she had left her shoes and purse. A nice day and cold beer, what more could you ask for? As it got closer to the time we had set to leave, she came and laid on the lounge. We talked, mostly about the people that she knew there. I spent most my time sneaking peeks at her lovely feet.

After a bit, the conversation sort of died and she closed her eyes and relaxed. I had planned or hoped for a chance like this after what she had said that morning. I reached forward and attacked one of her feet. My fingers danced over every inch of her sole but the only indication of that was a scrunching of her toes. "Now what do you think you are doing?" she asked.

"Oh well, I tried." I replied.

"I told you this morning the only reason you could tickle me was that I was half asleep. I can control being ticklish." She said. She never even opened her eyes, but then I got an idea. I grabbed her ribs on both sides. She almost jumped off the lounge as my fingers pressed on her sides. "Ha ha ha ha No fair." She laughed.

"Where's the control?" I asked as I continued to tickle her ribs. She could only laugh in response. I kept this up for about 30 seconds and then while she was doubled up in laughter, I grabbed her ankle and began to tickle her foot.

"NOOOOO!" She screamed and kept up the giggling and laughing as my fingers raked her sole.

"Say Uncle." I told her. But she refused, so the tickling continued. It only took two minutes and she was crying uncle. I hated to stop, but in all fairness I had to.

When she caught her breath she said, "That was cheating. You don't play fair." At first I thought she was mad at me, but then she smiled. Then she reached up and put her hand behind my neck, pulled me towards her and kissed me lightly on the cheek. Then she whispered, "I can see I have to be careful around you. You're the only guy I know that can do that to me." Over the remaining two weeks I had left there, we saw each other often. Denise always seemed to make it a point to tease or argue with me and in return for her efforts..........she got tickled.

For the first part of this story, see:   Cousins - Part I