About a year after my parent’s death we had a vacancy next door to my unit.  My maintenance team had to repaint the unit, replace the carpets, and replace the stove and refrigerator.  Not from misuse, just due to wear.  As the cleaning and repairs were being finished, I advertised the apartment and had a lot of interviews.  One lady came into the office that was stunning.  Long red hair, perfect makeup, and dressed nicely but not too nice, if you know what I mean.  Her clothes were clean, but not fancy.  She told me her husband had been a police officer and had been killed in the line of duty.  She could not afford the house any longer and the life insurance barely paid off the bills and got him buried.  She was working during the day and going to school at night trying to better herself.  She had a 13-year-old daughter and no pets.  With her bills for school and a car, she qualified for the subsidization so she wound up with the apartment. 

A month later Debra moved into her apartment.  Several men from the police department’s union helped her get everything set up.  I went next door to welcome them to the neighborhood with a crock-pot full of stew.  When she let me in, I naturally looked around and did not see a television.  Since I had just bought a new LCD HD TV, I asked her if she needed a TV.  Hers had been broken and she bought her daughter a PC instead of a new TV since it could be used for homework for herself and her daughter.  I brought over my old TV and hooked it up for her since basic cable came with the rent.  As I was finishing, the door opened and her daughter came in.  She was gorgeous!  She was a younger replica of her mother with piercing green eyes and long red hair.  She walked erect with her shoulders back and head up.  When she shook my hand she looked me square in the eye and did not look away.  I immediately liked this girl.

When I left I found it difficult to get either the mother (Debra) or the daughter (Rebecca) out of my mind.  About 7 pm they both came to my door to return the crock-pot.  I invited them in and noticed they both had on a terry cloth wrap and shower clogs.  They thanked me for the meal and said they were going to go swimming.  As they left they dropped their cover-ups on the lounge chairs in front of my apartment and walked over to the pool.  Both were wearing thong bikinis.  What a sight.  Neither of them had any extra fat on their bodies.  They both had long, well defined legs, small waists, and smallish breasts.  Debra was about a 34B and Becky about a 32B.  Both were quite a sight and I found I had the start of a boner just looking at them.  I put on my suit and decided to join them in the pool.  We were the only people in the pool for about an hour when some other teens came out to play.  Becky was the center of attention of all the boys and the group started to get larger while she was there.  When she and her mother went in, so did the boys.  I imagine they had a lot of thoughts about Becky as I did about her mother.

We became pretty good friends and after about a year I invited them out to dinner.  We talked, had a good dinner, and drank a little wine (Becky, of course had none).  Debbie drank a little too much wine and I almost had to carry her into her apartment.  I was the first person she had dated since her husband died just over a year before.  I helped put her on the bed and Becky asked me to stay for a bit while she undressed her mother and got her into bed.  I went into the living room and sat in a chair that had a partial view into the bedroom.  I could see Becky helping her mother out of her clothes and got her into bed.  Then she came into the living room where she sat on the couch pulling up her feet and setting Indian-style on the couch.

“Mr. Kelly, I want to thank you for tonight.  Mother has been so lonely since Daddy died and you have been a good friend to both of us.  As you know it has not been easy on her working and going to school and trying to raise me.”

“I know it hasn’t been easy for her or you, either, without a man in the house.  I imagine you miss him a lot.”

“No, not really.  Dad was a strict disciplinarian but he did things that if Mom knew, it would kill her.”

“What sort of thing?”

“Dad was a child molester.  I don’t know if he did anything away from the house with girls he stopped, but there were rumors he would let teen-aged girls settle a traffic ticket by having sex with him.  He started molesting me when I was 8 years old.”

“Your own father?  And you never told your mother?”

“No.  Dad told me that if I told mother about the things he did he would go to prison for a long time and then mother and I would not have enough money to buy groceries and we would starve and have to live on the street.  He said that I could go to reform school for doing things, also.  I’m telling you these things because you have become such a good friend and I needed to tell someone.”

After leaving, I thought about the things she told me and I found the images I had in my mind of her naked and as she grew older caused me to get an erection.  I kept the images in my mind and masturbated thinking of her young pussy being fondled and licked by me.  When I came it was one of the most satisfying orgasms I had ever had while masturbating.  That night I dreamed about Becky lying on my bed naked and spread while I licked her delicious pussy.

About a week later, Debbie came to me and asked if I could check in on Becky because she had to go out of town for about 3 days on business.  Becky looked full grown, but she still had the emotions of a child at times.  Debbie just wished she had someone that Becky could stay with.  I offered to let her stay here since I had a double apartment and there was plenty of room.  Debbie said she would think about and talk it over with Becky.

Saturday morning Debbie and Becky came to the office and I invited them in for some iced tea.

“John, your offer to let Becky stay here is appreciated.  However, there is something we need to know.  Is it because what she told you about her father?  I knew about it from almost the first.  I did not want to make a stink about it and as long as Brad did not physically hurt her, I allowed it go on.  Brad eventually made some video of what they did and also video of what we did in our own bedroom.  Watching the video of him and I and the videos of what he did with Becky got me so hot our sex life became better than it had ever been.  So I’m asking you if her confession to you was why you offered to let her stay here – either because of sympathy or lust.”

“No, Debbie, neither of those thoughts crossed my mind.  I’m very fond of both you and Debbie.  I do admit, though the sight of the two of you in those thong bikinis does make me aroused.”

“Okay, John.  I appreciate your honest answer.  Now, Becky only found out about me knowing about them last night.  She walked in on me while I was watching a DVD of the two of them followed by the two of us.  I was on the bed masturbating and she heard the unmistakable sound of my orgasm and saw the video.  That was the first time she knew that I was aware of their affair and had DVDs of them.”

“Now, John, it has been over a year since my husband died.  I haven’t been with a man since then and Becky told me last night that she was enjoying the sex for the last couple of years and she misses that part of her life, also.  So, I brought over a couple of DVDs that we would like for you to see.  We can either go or stay, whatever you want, but we want you to see these before you make up your mind about Becky staying.”

“If you are sure you want me to see them, then why don’t you stay?”

I walked over and put the closed sign in the office window and locked the door.  Then I pulled the blinds and turned off the telephone.  “Okay, I think we’re ready.”  We went into the apartment area and turned on the TV and DVD player.  Next I turned down the lights and we all sat on the couch, Debbie on one side and Becky on the other side.  The DVD started and it was taken when Becky was about 9 or 10 years old.  He and Becky came into the room.  He asked her if she really wanted to do this, and she said yes.  He took her to the bed and you could tell he was repositioning the camera to a better angle.  He kissed her on the cheek, the neck, then on the mouth.  He then started unbuttoning her blouse and started kissing down her chest to her egg-sized breasts.  As he kissed and licked her breasts her nipples started getting hard.  He removed her blouse and slowly pulled down her sweat pants and panties exposing her hairless pussy for the camera.  He brushed his fingers along the top and sides of her labia while still kissing and licking her nipples.  Slowly he kissed his way down to her pussy as he pushed her legs apart.  He continued licking and kissing her while he pulled off his own sweat clothes.  He moved the camera again and as he walked back to her the viewer could clearly see his erection.  He moved to the side of the bed and as he went back to licking her pussy and pulling at her clitoris she wrapped her hand around his erection and was slowly pumping it.  He moved closer to her and she took him into her mouth sucking and licking his member while still pumping it.  As she got close to an orgasm she slowed her actions to him and then pushed upward into his face as she humped his face and thrashed her head back and forth in a gigantic orgasm.  That was when he climaxed and sprayed her hand and chest with his semen.

As the video faded to black I was aware of several things:  First I had a tremendous hard on, second both of the women had their hands under their clothes caressing themselves, and third, all three of us were breathing hard.

Debbie reached over and kissed me and at the same time Becky started rubbing my engorged dick.  I naturally reacted by reaching for Debbie’s breasts.  As I was massaging her breasts I became aware of Becky undressing.  When she was naked she started pulling off my shoes, socks and pants.  About this time Debbie reached down and pulled my polo shirt over my head.  In very short order I also was naked.  Becky pulled my head around and pushed into her chest.  I eagerly sucked her breast into my mouth while my hand started rolling her nipple between my thumb and forefinger.  Debbie got undressed in record time and all three of were a tumble of flesh on the couch.

“Let’s go to the bedroom,” I suggested.

I have a California King and there are mirrors on two sides of the room, one set on the closet doors and the other over the dresser.  It was quite a sight, no matter which way I looked I could see a naked ass or the breasts of the other.  As we got on the bed, Debbie fell between my legs and started feasting on my dick.  I grabbed Becky and turned her so I could taste her 13-year-old pussy.  There was only a little pubic hair and it was so fine one could hardly see it.  I spread her pussy lips and found her clitoris already standing up looking for some affection.  How quickly I obliged taking her clit in between my teeth and gently biting.  Then I spread the skin over her clit very tightly with my lips as I attacked her clit with my tongue flipping it back and forth quickly. 

“Oh, my!  I’m cuming!” she yelled.  She came down on my face so hard I thought I would have a fat lip in the morning, but cum, she did.  As she started to come down I re-attacked her clit again, but this time I pushed my middle finger into her vagina and pushed upward on her clit from the inside while I flipped it and pushed down hard on it with my tongue.  As she climaxed again she shivered and shook like she was freezing.  I didn’t think it was going to stop when suddenly I knew that the fantastic blowjob I was having had me on the edge, also.  I told Debbie I was going to cum she only worked harder until I blew my load into her mouth.  She swallowed every drop and continued to drain me until I had to stop her.

Debbie and Becky rolled off me and Debbie said; “Now it’s my turn.”

“I have to have a couple of minutes to recover, first.  Let’s just lay here and cuddle and make small talk.”  Well, the cuddle turned into fondling and the fondling turned into lust and before I knew it I had another erection.  I rolled Debbie onto her back and moved to attack her clit like I did to her daughter.  However, before I got very far along, she climaxed and told me to fuck her.  I moved upward and as I positioned myself, she grabbed my dick and started pushing into herself.  She would push in a little, then pull out a little and push in a little more.  She made my dick feel like it was two feet long.  When I was fully into her, she became a tiger pulling and humping me like someone possessed.  She reached orgasm quickly and pushed me over and straddled me, sitting upright and watching me as she started squeezing and releasing her vaginal muscles.  I had heard of women that could do this, but this was my first.  It was like someone in a velvet glove squeezing and releasing my dick.  The feeling was wonderful and my climax started to build.

“I’m going to cum, Debbie.”

“Yeah, I know”

She continued squeezing me until I could not lie still any longer as I grabbed her by the hips and pounded into her roughly.  As I was finishing, she reached another orgasm and started pounding onto me.

Totally spent, we collapsed on the bed.  I looked over at Becky who was watching us.  She said,  “That was a beautiful thing.  When mother goes out of town, we’ll have to do that, too.”

We lay on the bed for another 30 minutes and then all three of us got into the shower and washed away the love juices.  Becky started washing my dick, which surprisingly got hard once again, although it was a little painful.  She then slipped my dick between her legs and slid back and forth washing my dick with her pussy.  As all the soap finally rinsed off, she rose up and impaled herself on my dick.  Debbie said turn her around and take her from behind.  It would be easier in the shower.  Becky pulled off me and turned around bending over holding onto the shower controls.  I entered her from behind and grasping her hips in both hands started slowly fucking her building up to a frenzied pace.  We both came at the same time.  My knees almost buckled at the feeling.  Becky turned around and pushed up against me while giving me a big kiss.

“Mom, I’m going to have a great time while you’re out of town.”

“I think so, but when I get back, we’ll just have to get out the movie camera, too.”

Amber had a younger, 13 year old sister named *Katie.  And even just at 13, you could already tell Katie was going to grow up to be a beautiful girl.  

When all of our friends would hang out at Amber's house, Katie was rarely around or when she was, locked herself in her room, having no interest in the goings-on of soon-to-be-college kids.

Well, one afternoon, everyone had been swimming in Amber's pool.  I was tired after a few hours and went inside to shower off the pool-water.  The house was otherwise empty with everyone being outside, and I used Amber and Katie's shared bathroom to shower.

Afterward, I walked from the bathroom toward Amber's room, where my dry clothes were being kept and I began to pass by Katie's room on the way.  Her door was wide open and she was gone.  Being nosey and curious, I walked into her room (wearing only a towel) and began to peek around at all her stuff.  As a typical young girl does, she had plenty of photos of herself and her friends taped to the walls everywhere.  Looking at her, I couldn't believe how absolutely gorgeous she was, though still under-developed as most girls her age were.  I could only imagine how she would fill out as a woman...

Well, thinking these thoughts, my cock began to grow hard and in turn, the towel around my waist started to rise in the front.  My search inevitably lead to her dresser.... And I knew what I wanted to see...

 ...And opening the second drawer from the bottom, I found them:  Katie's panties.  Though I am no prude, especially at my age then, I simply could not believe what kind of panties Katie had (or for that matter, what her parents allowed her to have).  Now, this was the time before thongs and g-strings went mainstream, so she didn't have any of those.... but what she had was as close as could be!  Narrow cut backs that I surmised would only cover 1/2 of her butt, thin strings connecting the back to the front, low-cut and low-rise tiny triangles of silk and satin that made up the front.... Katie was a 13 year old, not a stripper!  And to think, the sizes these panties were, they were intended for kids!  They were not adult or teenagers!  I can't believe a company would even make these for children!  I was expecting to find full-coverage generic cotton panties with cherries or hearts on them.  Instead I found something closer to what her older sister might where on a college-date!  

 Anyway, I started inspecting her panties one at a time; looking carefully at the crotch area for stained or dried remnants of juices or otherwise.  I took turns sniffing them, too.  Some smelled like the familiar sour-melon musk of a girl's vagina, others had no smell at all.  I became so turned on at the thought that these very panties I held in my hand cover the sweet, young bits of an 13 year old beautiful girl who cannot possibly predict how she will grow up to conquer men and break hearts.... but here I had a keep-sake of that future woman, when she was just in her beginning stages.

 Well, that was enough for me to take action.  I plucked out a particular nice pair of blue satin panties with thin ribbed strings connecting the back to the front.  While still nice, I could tell they've definitely been worn many times before.  I took off my towel and spread out on her bed.  I wrapped Katie's panties around my throbbing hard-on, making sure the patch of the material that would cover her vagina covered the head of my cock.  I then grabbed a purple pair of cotton panties which had dried bits of juices still stuck to the crotch, and put them over my nose and face...

 ...Then, I proceeded to jack-off.  Gripping the satin that was wrapped around my cock, while inhaling the remnant order on the crotch of the panties that lay on my face, I wasn't masturbating to the idea or fantasy of having sex with Katie.  She was only 13 years old and that would be wrong to take advantage of a girl that young.  No, I was masturbating to the idea that I knew how gorgeous and desired Katie would be some day.  I knew men would be fighting over her and be practically suicidal when she broke up with them.... I knew that many, many men would be masturbating to the fantasy of having sex with the "adult-Katie".... so I guess you could say that I was jacking off to the future... to the future of a soon-to-be beautiful woman, and that I--in a sense-- got there first, when she was only 13 and on the brink of discovering the woman she would become.  

Then suddenly...

“Dude, what are you doing?!”

My heart shot to my throat.  In my excitement, I never once thought to shut Katie’s bedroom door.  And now, as I lay completely naked on an 13 year old’s bed, with her panties wrapped around my cock, I looked up-- the purple panties sliding off my face-- to see one of my friends, Jon, standing in the threshold, wide-eyed and completely bemused.

“Err, um…” I struggled.  Words were not even forming in my mouth.

“Is this Katie’s room?!” he asked rhetorically.

“Uh, yeah,” I replied.  I still was completely frozen.

“What the fuck are you doing, man?”

I sat up and tried to cover my hard-on with my hands.

“ I don’t know man, I was just walking by after I showered and I poked my head in here and thought I’d snoop a bit… then, I discovered her panty-drawer and well… I don’t know, she’s just so damn cute.”

“Dude!  She’s 13!!” Jon said, stating the obvious.

“Yeah,” I replied, “But she’s going to grow up to be so gorgeous.  I feel awful now, but I just thought about how hot she was going to become, I got turned on.”

“So, you decided to jack-off with her panties while smelling them?”

I was nonplussed.  “Yeah.”

There was a moment of silence.  Then,

“Toss ‘em here,” Jon said, stretching out his arm toward me.

“What?” I did not understand him at the moment, at all.

“Her panties.  Toss ‘em here.”

Still a little shocked, I began to unwrap Katie’s blue panties from around my cock.

“No!  Not the ones that have been on your dick!  The purple ones!”

“Oh,” I said.  I picked up the purple panties that had slid off my face and threw them to Jon, still standing in the doorway.  He inspected them, looking closely at the crotch.  I knew he saw the same dried, white flakes still stuck to the fabric.  He looked at me, turning the crotch outward so I could see it.

“She gets wet already, I guess,” he remarked.  I smiled uneasily, still not knowing whether I was going to get called out to everyone or what Jon was going to do next. 

And what he did do next was raise the crotch of the purple panties to his nose and inhaled long and deeply, closing his eyes as if to savor the experience more.

“She smells, too,” he said, now smiling for the first time.   “Well, you want a partner?”

"What?” I said, now really stunned. 

“A partner, man!  I’d have never been so perverted as to go into Katie’s room and jack-off with her panties, but fuck, seeing how you’ve already shattered that barrier, I don’t feel so guilty now!”

“What are you talking about,” I asked.

“Dude, everyone knows Katie is going to be fucking hot one day.  But, you, you’re trying to beat everyone to the punch!  So, fuck… if you’ve already gone and crossed the line, I might as well follow you.”

I was flabbergasted.  Looks like Jon had the same idea I always had, but unlike me, would have never gone to the length to be in the situation we were in now.  And with that, Jon—who was only wearing his swim-trunks—slipped them off right in front of me, and now, sitting up, I was eye level with Jon’s penis, which was quickly growing hard.   We were both about the same size: 7 inches.

Jon walked over and shut Katie’s door; something I should have thought of.  He went to Katie’s window and peeked out toward the pool. 

“Everyone is still there.  But let’s make this quick so someone doesn’t catch us like I caught you.  Where’s her panty drawer, dude?”

I pointed to the dresser,  “Second one from the bottom.”

Jon bent down and began rummaging through her panties like I had done. 

“My God, do her parents know she has underwear like this?” he said.

“I know, right?  Where do you even get these?” I commented.

Jon ended up going with the purple ones he initially got from me and climbed onto Katie’s bed as well.

“What do you want to do?” I asked, a little unsure of what exactly the plan was with two naked 17 year olds with full hard-on’s, sitting on an 13 year old’s bed, each with a pair of her panties we had lifted from her dresser.

“What do you think? We jack-off and think about how fucked up it is we have Katie’s panties wrapped around our dicks and how hot she’s going to be one day and how in the future we can say we rubbed the then 13 year old’s panties all over our cocks…”

Man, Jon knew exactly where I was coming from!

So, we faced each other on the bed and began to jack-off.  Though it didn’t feel exactly “straight”, I didn’t feel gay at all staring at Katie’s purple panties woven around Jon’s hard-on as he pumped his cock feverishly.  I went back and forth between looking down at my own panty-wrapped cock and Jon’s, and I think he was doing the same.

“Man, she’s going to be so hot when she gets older!” he said, pumping even harder.

“God, I know!” I replied while stroking myself faster.

“Here,” Jon said, reaching his hand out toward my cock. “If I keep my hand on the panties and don’t actually touch your dick, it isn’t gay.”

“Ok,” I said before I knew I was even saying it.  And before I knew it, Jon’s hand was wrapped around my cock, with Katie’s panties as a barrier, pumping it for me.  I instinctually did the same thing to him, taking his throbbing penis into my fist with the purple panties as separation. 

The coordination was a little awkward at first, but soon we were both jacking each other off in sync. 

“Fuck…ooooh!  I’m fuckin’ her panties!” Jon moaned.  I have to say, it felt really good with him doing to me as well.  “Fuck, dude… in the future, guys will be fucking jacking off to the wish they could be doing what we’re doing right now!”

“I know, man.  This is so good!”

This went on for another minute or two, before Jon stopped.  “I have to fuck her panties more, man, I have to fuck her panties more!”

I said I didn’t quite understand. 

“Cup her panties in both your hands,” he said.

I did and I saw that I had created small cove with my hands, with Katie’s panties bunched up in the space.

“Put your hands on the bed,” Jon said.

I laid my hands on the bed at full arm’s length.  Jon proceeded to move up on the bed and “mount” my cupped hands as if they were a vagina.  His cock wedged its way into my loose “double-fist” and he proceeded to thrust his cock in and out as if he were fucking a pussy. 

“Tighter, man!  Grip my cock with the panties, but DON’T touch me with your actual hands!”

For a guy who’s fucking another guy’s hands at the moment, Jon sure seemed a tad homophobic.  But I wasn’t thinking that then. 

“Ah fuck, I’m gonna cum soon!” he grunted.

“Cum in her panties,” I said… which was more of a precaution not to get any of his spunk on her sheets.

“Tighter, man!  Squeeze it!” he said as I could sense he was about to climax.

And as I squeezed his cock hard, I could feel him start to cum, shooting his load straight into Katie’s purple panties.

“Ahhh.  Fuck, man, fuck!” Jon wheezed as he collapsed, relaxing.  He immediately got up and took the panties out of my hands.  He balled them up even more and went back over to Katie’s underwear drawer and buried them under the pile.

“What are you doing?” I asked him.

“For later, man.  Maybe she’ll get to them and put them on and never know that she’d be walking around all day with my dried cum close to her pussy.”

“That’s actually kinda hot,” I condoned. 

“Ok, now you gotta cum in her panties, too.  Do you want to fuck them like I did or something else?”

“Actually, can I sit at the edge of the bed, and you jack me off with the panties?”

“Sure man,” Jon said as I positioned myself upright at the edge of Katie’s bed.  Jon got on his knees in between my legs on the floor and grabbed my cock with Katie’s blue panties.  He proceeded to jack-me off again.  I threw my head back, enjoying the thought that we were doing this with the panties of a future beauty queen.

Suddenly, it happened as if everything were in slow motion:  As Jon was jacking me off, I heard the sound of the door-knob being turned, followed by the creak of the door opening.  I looked up, my heart jumping into my throat for the second time that day, to see 13 year old Katie coming in through the threshold!

Not expecting to see us, she didn’t even look up at us until she was a few steps in the door already.  Then suddenly, there we were: two 17 year old boys, completely naked, one in between the other's legs jacking him off with a pair of her panties….

To her credit, Katie didn’t scream or run… she simply stood there, as shocked as I was.  Jon quickly noticed my ghost-white face staring behind him and he turned to see Katie standing there.

“Oh shit!” he said, dropping the blue panties on the floor and quickly getting up, then sitting down next to me on the edge of her bed.  Both of us tried to cover our hard cocks with our hands.

Several seconds went by that seemed like an eternity.  Then,

“What are you doing in my room?” Katie’s voice cracked, the words barely escaping.

Jon and I looked at each other, then back at Katie… we couldn’t say anything, even as a collective.  Katie’s eyes ventured down to spot her blue panties on the floor, but she didn’t say anything, then looked back at us.

“Are you both naked?” she asked.

Silence again, then I said, “Um, yeah.  We’re sorry.”

“What are you doing?” she asked more specifically. 

“We, uh… we, er…” I was struggling.  “We were playing with each other.  We thought you were gone.  We’re sorry,” I said again.

“I came home and Amber told me I could swim with everyone,” Katie said.

“Well, we didn’t know you were coming home, Katie.  Please don’t tell anyone,” I pleaded.  Christ, if everyone downstairs found out what Jon and I were doing, much less what we were doing to each other… I think I would’ve died.

“Are those your penises?” Katie asked looking between both our legs; both of us still raging hard, it was tough to conceal the whole thing.

Jon and I looked at each other, down at our cocks, then back to Katie.

“Um, yeah.  They are.  Boys have these and girls have something else,” I said.

“I’m not stupid,” Katie said defensively.  “Mom told me about sex.  I’ve seen my dad’s before and my friend Carl showed me his in his backyard once,  but it wasn’t sticking up like yours.”

“Yeah, this happens when boys get excited,” I said.

“Can I see them?” Katie asked walking closer.  She was truly fascinated. 

I looked at Jon, feeling very uneasy; Katie was still 13, after all.

Jon could sense my hesitation.  “Dude, we’re busted anyway,” he said low and under his breath.  I could read his implication: maybe if we let Katie have her way, that she might not tell anyone about this.

And with that, Jon and I took our hands away from our laps, letting our combined 14 inches fly high in the air of Katie’s bedroom.  Katie came right up to us and just stared at our cocks for a while, studying them. 

It was awkward for both Jon and I, but at the same time, it was damn exciting and our cocks weren’t going soft.  Here was an 13 year old beautiful girl, who we both agreed would one day grow into a beautiful woman, standing in front of our completely naked selves, both sitting on the bed she sleeps in every night, with our erect cocks exposed and presented for her curiosity; and not only that, she had just caught one of us jacking the other off with a pair of her panties that she has worn and has covered her young vagina many times over…

…it was surreal to say the least and nobody knew what was going to happen next.

“I want to touch one,” Katie declared. 

Both Jon and I went white once more, and I swear I felt my cock jerk on its own.

“Uh, Katie, I don’t think that’s a good idea,” I said.  So far, Jon hadn’t said anything.

“But I want to touch one,” she said, almost whining a little.

“Listen, kid… what grade are you going to be in?” Jon finally chiming in.

“I’m going into 8^th grade.”

“Yeah, and we’re going into college.  A 8^th grader shouldn’t be touching a college guy’s dick, got it?” Jon said firmly.

“If I show you mine, will you let me touch yours?” she offered.

Jon and I inhaled sharply, both at the same time.  She wasn’t making this easy and our will was only so strong. 

“I was going to change into my swim-suit anyway, so you can watch and see my stuff.  Then, let me touch yours.”

Jon and I looked at each other.  Jon muttered so I could only really hear, “Let’s just do it.”

“Ok,” I said, though I was feeling horrible about it.  But, I also thought it would be such a novelty to be able to say to myself I saw Katie nude when she was a child and I could carry that with me when she grew into a woman. 

 “Alright kid.  You change into your swimsuit and you can touch us,” Jon said.

 “Ok,” Katie said and she walked over to her dresser.  Opening one of the drawers she pulled out a yellow two-piece.  “I’m going to take my clothes off now,” she said.

 “Ok,” I said.

And Jon and I watched as Katie nervously began to remove her clothing.  First, she took off a trendy little vest she had covering a fitted, girly t-shirt.  Then she pulled her t-shirt over her head.  She had on a bra, which was more of a training-bra as Katie didn’t really have breasts yet.  She then unzipped her jeans and pulled them down to her ankles, stepping out of them.  Her panties were not unlike the style in which I had found in her drawer… they were black silk, low-rise, with floss-thin strings connecting the front and back.  Standing there in her panties and training bra, I was reminded just how pubescent she appeared.  A string-bean, maybe weighed 80 pounds soaking wet; curves of a grown woman’s hips, ass, and breasts were still years away. 

Katie hesitated for a second and then quickly pulled down her panties and stepped out of them, revealing a vagina so tiny, it almost looked as if she didn’t have one at all.  No labia formed any folds… all Jon and I could see was the tiniest indentation of a slit between her legs.  She had begun to grow hair, but it was more like peach fuzz or baby-hair.  She then removed her training bra and let it drop to the floor revealing non-existed breasts; though her nipples were slightly swollen and puffed… but no bigger than a nickel. 

Knowing how much courage it took her to expose the most private parts of herself to someone—older boys, much less— I knew we needed to be encouraging. 

“You are very beautiful, Katie.  You have a beautiful body.  We like it very much,” I said gently.  And the funny part is I meant it.

“I don’t look like the girls on TV,” she said shyly. 

“What shows are you watching?”

Bear in mind, I’m 30 now, so this was awhile ago.  She named off a few shows that you’d laugh at now, by today’s standards.

“Well, those girls are fake and we think you’re more beautiful than they are,” I said.  Katie smiled at this.  “We both think you’re going to grow into an even more beautiful woman when you get older.  This is why we were in your room playing.  We were both just thinking so much about how beautiful you’d become that it began to feel good.  So, we were both feeling good together, thinking about you.” 

I couldn’t believe the words that were coming out of my mouth.

“Really?  Thinking about me makes you feel good?” she asked, still standing awkwardly in front of us, completely naked.

“Yes,” I said.  “And if we think about you and touch our penises, it makes us feel even better.  Maybe you’ll understand when you’re older and begin to touch yourself too, but that’s kinda how it works.  

“What does it feel like?” she asked.

“It’s hard to describe.  You just touch your private parts and think of something that makes you happy and it just starts feeling real good,” I told her.

“So, why was he touching you?” she asked, pointing to Jon.

"Well, sometimes other people will help you feel good,” was my best explanation.

“That’s when they have sex,” she stated, more than she asked.

“That’s one of the things that can happen.  There’s all kinds of stuff that you can do to yourself or someone can do to you that can make you happy and feel good.”

“If I touch you, will it feel good?” she asked.

I gulped.  This was starting to tread into dangerous territory.

“Yes, Katie, it would.  But I don’t think that’s a good idea.”

“But you said if I showed you my ‘little lady’ I could touch you.”

I smiled.  Her mother must have told her to refer to her pussy as, “little lady”.

Jon nudged me.  “Dude, just let her,” he urged. 

I hesitated, breathed deep, then finally said, “Ok, Katie, you can touch us.”

The room went silent and Katie just stood there, staring at our still-hard cocks for a few moments.  Then she approached us as if this was a petting zoo.  She reached out with her hand and ran her fingers across the head of my cock.  Her little fingers felts so warm and small on my penis, sending what felt like electricity through my cock, spreading out all over my body.  This was so wrong!  A naked 13 year old was touching my erect dick and I was allowing it!

“Can I touch yours, too?” she asked Jon.

“Sure, kid,” Jon said, watching her every move as she reached outward with the same hand and ran it across his shaft.

“They’re hard,” she observed.

“That’s right,” I said. 

“Did it feel good?” she asked.

“Yes, it felt very good, Katie,” I assured.

“Do you want me to touch it more?” she asked.

“Only if you want to,” I said.

“I want to,” she assured me now.

I agreed and Katie proceed to run her hand and fingers all up and down my cock.  I closed my eyes, trying to pretend this wasn’t an 13 year old that was driving me wild.  She stopped with me, then turned and did the same thing to Jon. 

“It feel good?”

“Yes!” we both replied.

Since it appeared we had already crossed the line a long time ago, I told myself that whatever was going to happen and play out for however long this lasted, I would just let happen. 

“Katie, do you think you could maybe touch both of us a the same time?” Jon asked.  In my mind I commended him for such a genius idea.

Katie agreed, and with both her hands she explored both our cocks at once.  I watched her fondle Jon’s dick and Jon watch her fondle mine.  It was so unbelievably hot to know that this girl would grow up to be so gorgeous, but now, at 13, she was exploring her first cocks and they were ours!

“Katie, do you like lollipops?” I asked her.

“Sure,” she said.

“Well, it would feel real good if you tried to lick our penises like you were eating a lollipop.”

“Really?” she asked innocently.

“Really,” I said.

“What do I do?”

“Here,” I stopped her from touching our cocks and motioned for her to get down on her knees between my legs.  Having a close-up view now, she studied my cock like she was doing it for class.  “Now, take my cock in one of your hands, or use both if you want…”

She did just that. 

“And bring your mouth to the top and lick it.”

Again, she hesitated, but quickly went for it.  I could feel her hot breath close in on the head of my cock just before I felt the wetness of a little tongue brush over it.  I about melted right there.

“Like this?” she looked up and asked.

“Yeah, just like that,” I said. “Treat it like a lollipop and licked it all over.  You can even try to fit it in your mouth.  It feels so good, Katie, I swear.”

Katie proceeded to lick the head of my cock all over.  I watched her work her little tongue over and over it.  Then she tried to fit it in her mouth, but she could only get a little bit in.  It still felt amazing.  She obviously had no idea what she was doing, and if this were a blow-job by someone my own age, I would have thought how terrible it was, but because it was beautiful, 13 year old Katie, to this day, I have never had a better blow-job.

“Katie, this feels amazing.  You should let Jon feel how good it is.”

“Ok,” she said.

She moved over between Jon’s legs and did the same thing.  A little more confident now that she had already done it with me, she was a bit more aggressive with Jon’s cock… and Jon was loving it.

I took my own cock in hand and began stroking myself, watching Katie self-teach herself a blow-job. 

“Katie, you feel amazing,” Jon said.  He looked at me and smiled. 

After awhile, I stopped Katie for fear she might just keep going. 

“Katie, thank you very much.  You made us both feel very good,” I said.

“Would sex make you feel good, too?” she asked.  I had to stop myself from laughing out loud, because she’s asking a very earnest question and I didn’t want to make her feel stupid or insecure by laughing.

“Sex does feel good.  But you’re too young for me to have sex with you,” I explained.  “It would be wrong.”

“Well, I want to feel good, too,” she complained.

“Well, we can touch you in kinda the same ways you touched us… with our hands and our mouths, and it might feel good.”

“Ok,” she said.

“But Katie, if it doesn’t feel good or you’re uncomfortable and don’t want to be doing this anymore, you have to let us know as soon as possible.”

“Ok,” she said again.

“Alright, come up here on the bed and lie down.”  Katie hopped up and laid out on the sheets.

I positioned myself right up next to her side.  Jon moved so he was between her legs.  Jon began to spread her legs apart and I explained as he went:

“Jon’s going to move your legs so he can see your ‘little lady’ better.  He’s going to use his hands and mouth like you used on us and I’m going to be right here if you don’t feel good or comfortable.”

“Ok,” Katie said nervously.

I watched Jon as he reached in between Katie’s legs, touching the small slit of her pussy.  He spent awhile just touching and massaging it.

“Does that feel good?” I asked her.

“It doesn’t feel like anything,” she observed.

“Ok, just wait.  Now, he’s going to use his mouth on your ‘little lady’, tell me what you feel.”

I watched as Jon opened his mouth and easily put it over Katie’s entire pussy.  I could see his tongue moving around through his cheeks and I knew he was eating her out.

Katie began to laugh, “It tickles!”

I relaxed a little, knowing she was beginning to have some fun.

“Yes, it can tickle sometimes.”

“I like it!” she giggled.

As Jon continued to eat Katie’s 13 year old pussy, I brushed my fingers up and down her stomach and swirled them around her tiny, but puffy nipples.  I pressed my cock into her hip, enjoying her soft, warm skin on my dick.

After awhile, Jon looked up at me and asked if I wanted a turn.  I asked Katie if she wanted me to and she eagerly agreed!

Now I was between Katie’s wide-spread legs, staring at the open slit that was her pussy.  I remember thinking that one day many mens’ cocks might pass between this slit when it was mature, but that Jon and I were the ones pioneering this fresh territory, first.  I dove right in, gently licking her pussy, pushing in my tongue and getting a little taste of her sweet-and-sour insides.  I spent a good long while on her pussy, before I ventured a little lower, lifting her tiny butt up with my hands and getting a first look at the rose-bud that was her tiny asshole.

I looked up to ask if Katie would like me to lick her asshole, too… but to my pleasant surprise, I saw Jon had positioned himself at the head of her bed and Katie was now licking and trying to put his dick in her mouth again.

I didn’t want to interrupt, so I went ahead and began to tongue her tiny butthole.  She didn’t even seem to notice;  maybe she was too preoccupied with Jon’s dick in her small mouth or maybe it just didn’t feel like anything.  Regardless, I was getting hot knowing I was tonguing what would probably be “the last frontier” when it came to sex when she got older.  I pushed my tongue harder, the tip of it punching through Katie’s puckered hole and I got my first taste of the inside of her ass.  I worked harder and only ended up getting the tip and just a little more of my tongue into her asshole, but I was satisfied with that.  I went back and forth between her ass and her pussy for several minutes.

I heard a grunt and knew before I looked up that Jon was about to cum again.  He grabbed his dick as Katie pulled her mouth away and stroked his cock gently as a second wave of pearl-white strings shot from his dick, landing on his chest and stomach.

“Ewwwww!” Katie said, a little disgusted.  “What happened?  What is that?”

“That’s called ‘cumming’, sweetheart,” I explained.  “It’s what happens when you feel good for a long time, it finally ‘explodes’ like a volcano and that’s what comes out of a boy.”

“That’s sperm, right?” Katie said, surely referencing what she had learned about sex from her mom.

“That’s right,” I smiled. 

“Does anything come out of me?” she asked.

“It depends, I think,” I said not really knowing.  “I’ve heard something comes out sometimes, but I think mostly your ‘explosion’ happens inside of a girl.”

Jon got up and wiped the semen off his stomach with the black panties Katie had been wearing.

“Are you going to explode?” Katie asked looking at me.

“I want to, “I said.  “Do you want to help me?”

“Sure,” she said, casually.  Geeze!…a veteran already!

I laid out on the bed, my cock still at a strong ‘high-noon’. 

“Should I touch it and lick it again?” Katie asked.

“Actually, I want you to climb on top of me and put your ‘little lady’on top of my penis.”

“Dude, what are you doing?” Jon asked, a little concerned.

I spoke in a way that addressed both of them, “Now Katie, when you learned about sex, you learned that a boy puts his penis in your ‘little-lady’, right?”

“Yes,” she said, a little hesitant.

“Well, I’m not going to do that.  My penis is a little too big and your ‘little-lady’ isn’t ready to have sex or anything inside of her, yet.  But, what I do want you to do is sit on my lap and rub your ‘little-lady’ on top of my penis, back and forth, making it slide.  That way, it will feel real good for me and I’ll probably explode.  But don’t worry, nothing’s going inside of you.”

Katie seemed to understand and Jon was a little relieved. 

She climbed on top of me and straddled my lap.  I cupped my hands, engulfing both her little ass cheeks, and positioned so my cock fell between her tiny slit as best as it could. 

Looking at my cock now pressed up against her little pussy, it looked mammoth, as if I even tried to put my dick inside of her, it would not only split open her pussy too wide, but my cock would be so big and far up inside, it would hit her lungs. 

Luckily for her, that wasn’t the case.  I was completely satisfied feeling the little warmth and wetness of her tiny pussy as I began to slide her back and forth over my cock.  Sometimes, I’d slide her far enough up where the head of my cock would be able to press up inside just a tiny bit… and the head of a penis being the most sensitive part, needless to say, it felt amazing!

I looked up at Katie; she looked so young and pubescent… a true purity that only her age could impart.  And I can’t relay enough how strikingly beautiful she was for 13 years old, a tell-tale of the woman she was to become… and I, and Jon, were able to shepherd her into the world of sexuality. 

I looked over at Jon, who by some miracle, was completely rock hard again and stroking his dick to the sight of an 13 year old rubbing her tiny pussy all across my own rock hard dick. 

I closed my eyes, concentrating on the sensation of a little girl’s pussy sliding on my cock.  It was amazing… the whole situation was so surreal and wonderful and too good to be true… 

And it was…

“AHHHHHH!  OH MY GOD!  WHAT THE FUCK?!!  KATIE!!!!”

A scream shattered the sexual atmosphere of Katie’s bedroom.  To my horror, I looked to the doorway to see Amber, my friend and host, standing there with a look of sheer shock and terror.

Katie immediately leapt off my lap, covering her private parts and backed into the corner nearest her.  Jon, who had been standing up masturbating, quickly tried to cover his hard on, but just remained standing there, facing Amber.  I instinctually grabbed fistfuls of the sheets on Katie’s bed and pulled them over my hard dick. 

All of us were frozen solid, unable to speak or move after.  Amber was standing in the threshold of Katie’s doorway with soaking wet hair and a towel covering her.  I presumed she must have come into shower off as well, and was on her way to her room when she decided to check in on Katie, since Katie had mentioned she had come home and asked Amber if she could swim with her and our friends… but then got held up experimenting with me and Jon.  

It seemed our faces were finally registering with Amber, outside of the initial shock of seeing several naked bodies in her little sister’s room. 

“Ben?  Jon?”, Amber said, sounding like she was about to cry, but at the same time, rip our heads off.  A pause, then, “What the fuck are you doing to my little sister?!!!”

Amber came into the room and moved toward Katie.  “Honey, did they hurt you? What happened!”

“We didn’t have sex with her, Amber!” I started babbling, scared as shit.  “We were only playing.”

“SHUT THE FUCK UP, BEN!” Amber screamed as she grabbed what looked like a blankie Katie might have had when she was younger and covered Katie.

“She caught me and Jon in here, and she started asking questions and wanting to see our privates,” I pressed, trying to defend a defenseless situation.

But Amber didn’t care about any of our bullshit right then; she hugged Katie tightly, “Did they hurt you, honey?  What did they do to you?”

“They didn’t do anything, Amber,” Katie said, rather strongly.  It seemed like she resented being treated like a child.  “It was like Ben said, I came in and they were naked, touching each other, and I wanted to touch them to.  I asked them, it was my idea and I wanted to.”

Amber looked at us, “You guys were ‘touching each other’?”  No one was gay or seemed to even be remotely curious about the same-sex in our group, so this really came out of left-field for Amber.

“Yeah, but it wasn’t gay.  We were comparing dick sizes,” I lied, trying to save the worsening situation. “And then started feeling each other's cocks for girth and hardness.  Winner gets bragging rights.”

God, that didn’t even sound like it made any sense, but I had to go with it.

“Then Katie caught us, and like I said, starting asking questions and being curious.  We thought if we just went along with it she wouldn’t bust us to you or the others.  But, like I said, we didn’t try to have sex with her.”

“Then what was she doing on top of you?!” Amber yelled.

“She was just rubbing herself on my cock.  She wanted to have sex, but I wasn’t going to do that, so I gave her the closest thing to it.”

“And you think that’s fucking OK to do to an 13 year old?  She doesn’t know anything!!” Amber screamed.

“Don’t tell me I don’t know anything!” Katie, now screamed at Amber. “Mom told me all about sex and I wanted to know some stuff!  And Ben is telling the truth, he told me I was too young to have a penis inside of me and that he wouldn’t do it, but I’m the one who asked, Amber!  I wanted it, because I wanted to know!  Don’t treat me like I’m a little kid!”

Amber bent down a little and looked Katie in the eyes, “But you are a little kid, Katie, and should not be playing with boys yet, much less boys this old,” Amber looked up at us and glared.  “And they should know much better than to play with someone as young as you.”

“I might be 13, but I’m not stupid.  And I wanted to know, so don’t tell me what’s good for me and what’s not,” Katie rebelled.  God, she was really sticking up for me and Jon!

“What did they make you do?” Amber asked.

“They didn’t make me do anything.  I asked and they let me do what I wanted,” Katie replied.

“And what was that?”

“I touched their penises and it felt really hard and warm.  Then, I licked them like a lollipop…”

“JESUS CHRIST! FUCK YOU TWO, YOU FUCKING PIGS!” Amber screamed at Jon and I.  We could only hang out heads.

“I WANTED TO!” Katie screamed at Amber. “I wanted to know, so stop yelling at them.”

But Amber ignored her little sister and got right up in our faces.

“You’re both going to prison for this, you fucking bastards!  You molested my little sister and took advantage of her stupidity!”

“I’M NOT STUPID!” Katie screamed.

“YES YOU ARE, NOW SHUT UP!” Amber screamed back. 

And with that, Katie grabbed hold of the towel Amber had wrapped around her body and yanked!  The towel was jerked right off, and suddenly, Amber was standing in front of us, completely nude!  For a moment, Amber was frozen in shock, just standing there naked and exposed.

A quick note about Amber: while she was definitely pretty at 17, she was no where near what Katie was going to look like at her age.  Katie had the bone structure and makings of a high-fashion model… Amber was more like a cute sorority girl.  However, what Amber DID have right now was a body.  At 17, she was short, maybe 5’3”, and had a short torso, but her breasts had already grown into full, perky 36C’s… she also had nice rounded ass and hips.  I was now looking at her exposed pussy as well… definitely more developed and grown than Katie’s, her labia, pronounced, but still with nice, snug lips.  She had a small patch of medium length pubic hair that had been trimmed on the sides in order to wear a bikini.

Then suddenly, Amber snapped out of it and instead of trying to wrestle back the towel from Katie behind her, instinctually reached out for the closest thing in her eyeline, which were the sheets on Katie’s bed. Of course, I had also been holding the sheets over my lap, so when Amber yanked them to cover her breasts and pussy, it also pulled the sheets from my grasp, leaving me completely exposed on the bed now, my hard cock for all to see, once again.  Though I’m sure Amber didn’t intend to, she did a double-take at my cock, before starting to march across Katie’s room for the door.

Having been silent and stoic this entire time, it was when Amber was almost to the door that Jon finally took action.  He took his hands away from his still-hard cock and ran to cut Amber off before she could reach for the door knob. 

“Wait! Just wait a minute,” Jon pleaded as he slid in between the door and Amber.  He was so close, Jon may have accidentally knocked Amber’s thigh with his cock as he slipped past her to block the door, because I clearly saw Amber look right down at Jon’s cock as well, as if she were to say, ‘excuse me’. 

“Just wait one minute…” Jon didn’t know where this was going to go, but he knew that we needed to stall.

“Get out of my way you pervert,” Amber said angrily.  From where I was sitting, Amber ‘s back was to me and while the sheets she had taken were covering the front of her, her backside and ass were completely exposed.  I remember thinking how nice Amber’s ass looked at that moment. 

“Ok…” Jon said, stalling some more, “Ok… now we’ve all just been through a lot these last few minutes and there’s been some yelling and a lot of mixed-signals and miscommunication.  All I’m asking for is that we all just sit here for a moment and think.”

Maybe Amber didn’t know what to say next or that she had too many angry words trying to come out of her mouth it all became jammed up in there, but whatever the reason, she remained silent for the moment.

“Now, like Ben was saying, we didn’t hurt your sister, we didn’t try to have sex with her, and we had no intention of doing so.  Maybe we weren’t using the best judgment, but she was genuinely curious, we were already caught and naked, so we just let things take their own course, but at no time was Katie not in control or not had the option to stop or leave.”

“But that shouldn’t—“ Amber began, but Jon cut her off…

“She wanted to know about boy parts and to see for herself.  I remember I was just as curious at that age, I used to hide in my parents' closet and watch my mom come out of the shower and get dressed, just so I could see her breasts and vagina.  Come on, weren’t you just as curious at her age?” he asked Amber.

Amber was fuming, but she gave it fair thought. “I suppose,” she finally conceded. 

Then, Jon brought out the big guns: “And don’t think we’ve not been friends long enough for me to know that, Jason, who’s right outside in the pool right now, had his dick grabbed and fondled by you—which was your idea—when you two were nine years old.”

 Amber turned bright red and tried to hide her face.  “That fucking asshole!”

Jon reassured her, “Don’t be upset!  Jason’s one of my best friends, and of course you tell your friends something like that.  But that’s not the point.  The point is, you were just as curious when you were even younger than Katie, and you were touching and grabbing dicks.”

“Yeah, but he was ten, too!  Not fucking almost 18, like you two!”

“I agree!  Yes, this wasn’t ideal circumstances, but it was a circumstance, nonetheless.  And it’s not like we propositioned Katie; she walked in on us!  Then, things just happened!”

“But, she’s 13 and you’re almost 18!  What the fuck is wrong with you?!” Amber reiterated.

“I know!  Again, not ideal, but we were busted jacking each other off!  She could’ve ran and told on us, but she started wanting to see and touch us… what were we gonna do?  She had sway over us, and fuck if we weren’t just going to let it play out so maybe everyone could get what they want.”

“Does that include him—“ Amber pointed back at me, “—rubbing his dick all over a 13 year old’s vagina?”

“She wanted to have sex,” I piped up. “And I wasn’t going to do that, so I guess I gave her the closest simulation.”

“You’re fucking disgusting,” Amber sneered back at me.

“It’s true!” Katie said, after being silent this whole time. “I want to have sex.”

“Katie, you’re too young to have sex,” Amber remarked.

“But she’s not too young to be so curious about it,” Jon defended. “She would’ve done the same thing you did with Jason, with one of her friends.  And maybe that kid would’ve pressed for more.  At least she’s satisfying her curiosity with us, people who will respect and stop if she gets too uncomfortable.  And now you’re here as well, which you wouldn’t have been if she ended up doing this with someone else… making sure that she didn’t get hurt.”

It’s quite obvious that Jon was going to study law in college! 

Amber didn’t have a rebuttal at the moment; Jon’s logic, as twisted as it was, did make sense as much as it could for such a fucked-up situation. 

She turned to Katie. “What did you think you were going to ‘learn’ from these guys?”

“I dunno,” Katie said, still holding the blankie over her front, though it hung loosely and from the slanted angle I was at on the bed, I could see between her legs as she stood there.  “They are older boys and their penises looked cool….”

That is still the one and only time a girl has called my cock, “cool”.

“And mom told me all about sex and I just wanted to see for myself.  I still do.”

Amber walked back across the room toward Katie, her backside still exposed.

“And you can learn more about it when you get older, sweetie.  But right now, you’re too young.”

“Who says?!” Katie suddenly lashed out. “I know all about it, and I want to try it.”

“You just can’t right now, Katie.  It’s just the way it is.”

“But I want to see how it works.  Mom showed me with stupid pictures, but everyone at school says it works for real, much better.”

“Jesus Christ, what is with kids these days?” a 17 year old Amber said, which I found hilarious, as we were still kids, then.

“I have an idea,” Jon said, moving back across the room toward the bed, hard cock out and waving in the air. “Amber, why don’t we show Katie what she wants.”

“And how exactly do we do that?” she said, seeing clearly through Jon’s thinly-veiled proposition.

“Why don’t Ben and I have sex with you and Katie can watch,” he said confidently.

“Oh, you would fucking like that, wouldn’t you?” Amber said, slightly disgusted, yet I could sense that she was half-considering it as well.

“Think about it: you can be right there for her to show and point out how things are working as they are happening.  You can answer any questions she has right then.  Fuck, it’d be more safe and controlled than if she goes off by herself asking some horny 7^th grader to show her in his backyard.”

Jon, of course, was hinting at the inside-fact that Katie had indeed already started doing that, remembering the story she told us earlier about the boy who showed her his penis.

“I wanna see it,” Katie said.  And she really, really did.

Amber sighed and hung her head. “This is so fucked up,” she said to herself, then she turned to Katie, “Do you really want to see sex?”

“Yes.  Really,” Katie replied.

“Oh my fucking god, what the fuck am I doing?” Amber said.  “Ok, but you ask about EVERYTHING, so you don’t go asking more questions to some pervert little boy, ok?”

“Ok,” Katie said, smiling, happy that she was going to get her way.

“And I’m not fucking both of you,” Amber said turning to us.

Jon and I looked at each other, “Which one of us do you want?” I asked.

“Stand next to each other, so I can see both your cocks,” Amber ordered as she sat down on the bed.

I got up off the bed and stood next to Jon; both our cocks were hard as ever in anticipation.

Amber explained to Katie what she was thinking.  “Katie, the reason I’m looking at their penises, is because I want to see which one is bigger.  Generally, if a boy has a bigger penis, sex will feel better.”

“Why?” Katie asked.

“Because the bigger it is, the more it fills you up and that feels real good.  But it can’t be too big, because that can hurt.”

“Jesus, how many guys have you fucked before?!” I asked, flabbergasted at this exposition.

“Shut up, Ben!” Amber snapped and motioned for Katie to come sit next to her on the bed.  “Now, which is bigger?” she asked her.

Katie looked back and forth between our hard-on’s.  Like I mentioned earlier, Jon and I were both about seven inches long, but now that both our cocks were in the spotlight, I could see that Jon was a little more thick than me.

“He is!” Katie said, pointing at Jon’s cock.

“Yeah, I think he is, too,” Amber approved. 

“Sorry, bro,” Jon said as he smiled and shrugged. 

I was disappointed, sure, but this whole situation was still hot, so I guess I wouldn’t mind taking the bench on this one.

“Now,” she said, addressing Katie the whole time, “The reason Jon’s penis is so hard and long right now is because he’s aroused, which basically means he’s thinking about sex and wants it.  Normally, guys’ penises are soft and hang between their legs.”

“I think dad’s was like that when I saw him in the shower once,” Katie said.

“Ok, that was more than I wanted to know,” Amber said, shaking off the comment. “Anyway, either himself or a girl can help get him aroused and hard by touching his penis with her hand like this…”

Amber grabbed Jon’s dick like a pro and slowly started stroking him.

“…and you move your hand over it or grip it like I’m doing and stroke or pump it.”

“That’s what they were doing to each other when I walked in,” Katie said innocently. 

I covered my face with my hands and Jon turned a little red.

“Yeah, we’re going to have to talk about that one later,” Amber said, eyeing us both.

“So, doing this (stroking cock) really makes a guy feel good.  You can also put your mouth on it.  This makes him very happy.”

“It does indeed!” Jon grinned.

“Shut up!” Amber said, as she then proceeded to lick his head and shaft expertly, like she was going to town on an ice-cream cone.  “These down here are his balls.  That’s apart of the parts that make him feel good too.  You can touch and lick these as well.”

And with that, Amber cupped Jon’s balls and gave them a tongue bath.  Jon was loving it.

“Putting his penis in your mouth makes it feel kinda like sex for him, but not for you.  It’s a very special thing to do and you do it for him, because you like him,” Amber said, looking up at Jon…

…And that’s when I saw it…that look in Amber’s eye… did she REALLY like Jon?

Well, she did at least for the moment, as she engulfed his cock in her mouth.  She jacked his shaft in sync as she worked his cock in and out from between her lips.

She took his dick out for a moment. “This is also called a ‘blow-job’.  So, if your friends at school are talking about ‘blow-jobs’, now you know.”

She put Jon’s dick back into her mouth and worked him more.  It seemed that finally, she just might be getting into this for herself as well.

Above, Jon was moaning, really getting into Amber’s talent.

“Can I try?” Katie suddenly asked, breaking Amber’s rhythm.   She stopped.

“No, you can’t,” Amber said.

“But I want to!” Katie complained.

“Just let her,” Jon said.  “She wants to do it and she’s just going to go do it on some other boy and you won’t be there this time.”

“Ugh! Fine!” Amber said. “Here…” she said, offering Katie, Jon’s cock, “Come here.”

“Eeeeww!  It has your spit all over it!” Katie said, disgusted.

“Fine!  Ben, come over here!” Amber ordered.

Looks like I would be getting some action, after all.  I came over and stood next to Jon again.  Katie scooted over on the bed, dropping her blankie, so she was now completely naked again.  Amber grabbed my cock and positioned it for Katie.

“Now take his penis in both your hands…”

Katie’s little fingers once again wrapped around my shaft and that same electric tingle shot down my cock, into my spine, then all over my body.

“….and move it up and down firmly, like I showed you.” 

It took Katie a moment to find the right pressure and rhythm, but not too long and she was pumping my cock much better than she was earlier.

“Now, if you want to, open your mouth as wide as you can, and try to take his penis into your mouth.  Do put too much in, because you’ll gag; only as much as you’re comfortable with.  And be careful not to bite down or use your teeth.  That will hurt him.”

“Yes! That will hurt me!’ I emphasized. 

Katie opened her mouth wider than she ever did the first time and lowered it onto my cock.  Her mouth was still much smaller than a grown girl, so much of my cock wouldn’t fit in, but I’d say she was able to fit a good three inches.

“Now, slide you mouth up and down on his penis like this,” Amber instructed as she then turned to face Jon’s cock, envelop it, and did exactly what she wanted Katie to imitate.

Katie watched her for a moment, then started to do the same, her little mouth working over my cock.  I looked down, realizing the novelty of the scene: two sisters, one 13, one 17, both completely nude and sucking on cocks, one of which happened to be mine. 

I groaned, enjoying working my dick into the 13 year old’s mouth.  I couldn’t believe me stealing away into Katie’s room to jack-off with her panties had lead to this!

“Ok, I’m tired,” Katie said not soon after, as she removed my dick from her mouth.

“No problem.  You can stop whenever you want. Never let any guy make you keep going if you’re too tired, your mouth hurts, or if you just don’t want to,” Amber lectured.

“Are you going to have sex, now,” Katie asked.

“Yes, you still want to see that, right?”

“YES!” Katie said, her eyes lighting up.

Amber finally let the sheets she had been covering herself with drop completely.  She scooted to be in the center of the bed more and laid on her back.  Katie, still nude as well, sat near Amber’s head.

“Sex can be done in many positions, but you’ll just have to discover that on your own, someday.  The most common one is where the woman lies on her back, like I’m doing, and opens her legs…”

Amber opened her legs, giving Jon and I a full view of her spreading vagina.  Pink and wet, it was just yearning for cock now!

“…and the man climbs on top and places his penis in the vagina.”

That was Jon’s cue, and he eagerly hopped to it; he climbed onto the bed and lowered himself between Amber’s legs. 

“Watch closely,” Amber said as she took a hold of Jon’s cock and guided it into her pussy.  Katie watched, transfixed, as Jon’s cock widened her sister’s pussy as it pushed inside of her, slipping inch by inch until the base of his cock pressed hard against her outer lips.

“Now, see how easily his penis slipped inside of me, even though it is big?  That’s because I am wet.  When you get aroused and excited thinking about sex, guy’s penises get hard and girls get wet inside their vaginas.  This helps make sex easier.”

I have to say, Katie was absolutely transfixed.

Jon began thrusting his cock in and out of Amber’s pussy. 

“He’s now moving his penis in and out of me.  This makes us both feel really good,” Amber said, now getting a little more turned on and less clinical.

“…It….feels…really….good,” Amber trailed off.  Moments later, she began to moan and concentrating less on Katie’s “education” and more on having sex with Jon.

I found myself stroking my cock once again, watching Katie’s naked body watching her older sister fuck.  I looked at her tiny ass as she leaned over Amber’s torso, to get closer look at what was going on.  From behind, her little pussy was exposed again and I wished how I could just slip my cock into her from that position. 

“I’m getting excited, too” Katie said, watching cock plunge in and out of pussy.

It took a moment for Amber to answer, “Yes, that’s called getting ‘turned-on’… it can happen if you watch or think about sex.”

“I want to try it,” Katie pleaded.

Amber was a little more loosened up, now that the sex she was having was turning out to be really enjoyable. 

“You can’t, sweetie, you’re too young,” Amber said between short breathes.  She was definitely on her way to an orgasm.

“But it looks fun and I want to do it, too,” Katie whined.

Amber was silent for a moment, completely being sidetracked with Jon humping her brains out.  Then she looked over to me:

“Ben, you be gentle with her. Go slow!” Amber turned to Katie, “Ben will have sex with you if you want, Katie.  But you tell him if it hurts and he’ll stop.”

“But won’t it hurt her?” I said uneasily.  I hadn’t ACTUALLY planned or wanted to have sex with Katie, for real.

“Just make sure she’s wet,” Amber said, barely able to get out the words between pleasure noises.  “And don’t worry about her hymen.  She broke that last year riding her bike.”

“Katie, are you sure you want to have sex with me?” I asked her as she looked up at me with that gorgeous face that would one day go on to win beauty pageants. 

“Yes!” she squealed!  She could tell Amber was having so much fun, she wanted in on the action.

“Ok, lie down just like your sister…” I cooed.

“BE GENTLE!” Amber yelled, which was followed by a, “Oh! Oh! OH!” right after.

Katie laid down next to Amber on the bed.  She looked so little laying there, her stringy arms and legs unsure where they should be placed.  I bent down and spread her legs and put my mouth to her tiny pussy once again.  I ran my tongue all over, trying to work it between her miniature lips.  Meanwhile, she was giggling almost uncontrollably.

“Amber, can you get my dick wet?” I asked, as Amber face was closest.  Amber looked over and up at me, then figuring it wasn’t worth arguing about, leaned over and put her mouth over my dick and worked it in and out as Jon continued to fuck her.

After about half-a-minute, she stopped and without another word, went back to concentrating on fucking Jon.  Meanwhile, my freshly wet cock was ready to try out Katie’s 13 year old, tiny pussy.

I moved my cock closer to her vagina and positioned it to enter.

“Ok, now I’m going to go slow, just tell me how you feel every step of the way.”

Katie nodded and I took my cock with one hand and pressed the head against the outer lips of her pussy.  It looked massive against her tiny slit and at the moment I thought no way was this going to work.  But, I pressed harder and her tiny lips began to spread.  Katie’s face scrunched up and I knew she wasn’t comfortable.

“Do you want me to stop?” I asked, gently?

“No, it’s ok. It just feels big,” she said.

“It will, but the more you relax, the more you’ll open up and it will be easier,” I said hoping just as well.

After a moment of my head sitting at the entrance, I tried again, pushing more this time and it wasn’t any easier, but a little more was able to get in.  Katie’s face remained slightly scrunched and I asked again if she wanted to stop or if it hurt and she said, ‘no’.

So, with some patience and persistence, I continued to try and fit my cock inside the 13 year old.  Looking down between our legs, my cock was just massive in comparison to her pussy and the rest of her tiny frame.  But, as little as I was inside, it felt amazing; my dick completely jammed into a tiny, wet, warm hole.  What was even more exciting was the actual fact my cock was really inside an 13 year old girl, who was going to be so hot one day.  And I was her first…. There will never be another ‘me’.

Waiting more and pushing more, the entire head of my cock was now squeezed up inside Katie.  I began to move the head back and forth, every so slightly and after a long time, her pussy began to give a little and I was able to fit about another inch of my cock by the end. 

So, really only two inches of my dick could fit inside Katie, but that was more than enough for me.  I didn’t even have to move much; just sitting there, still, with my head inside was enough sensation.

Meanwhile, Jon had flipped Amber around and was now plowing her from behind.  Amber opened her eyes to check on her sister, now seeing my cock buried two-inches deep into her sister’s pussy.

“Does it hurt, sweetie?” Amber asked as she was being drilled.

“No, but it feels full,” Katie commented. 

“He’s a grown-boy, so he can’t fit his whole penis inside of you.  But when you get to be my age, you’ll be able fit a lot more.”

“What are you doing now?” Katie asked, noting what must have been a weird looking position to her.

“I’m doing a “doggie-style” position.  It’s another position in sex and it also feels good.”

“I want to try,” Katie said.  And with that I gladly complied, pulling out of her and letting her get up to position herself like Amber.

“Let’s switch,” Jon said as he pulled out of Amber.

Amber was slightly taken aback.

“No!  I’m not fucking you both, nor am I going to let my little sister fuck two guys!”

But Jon was already on his way over to switch places with me.

“Come on, let her try different types.  What, you don’t like Ben?”

Amber huffed.  I knew she was slightly hurt that Jon wanted to fuck Katie now, but she didn’t take it any further right then.

Me?  I was just happy to be having sex.  I came up behind Amber and mounted her from behind, plunging my dick into a real pussy this time.  I had no problem sliding the whole thing in all at once, right up to my balls.  Amber moaned suddenly and it looked like I was doing something right after all!  I proceeded to thrust away, my balls slapping her thighs as I grabbed her meaty, round ass.

Looking over, I saw Katie on all fours, sticking her ass high in the air, presenting her pussy, much like her sister.

Jon, cock soaking wet in Amber’s juices, spread Katie’s little ass cheeks and pointed his dick toward her little pussy. 

“Gentle and slow!” I said to him as I pumped away on Amber.

The tip of Jon’s dick entered Katie much easier than mine did the first time.  With slow and persistent work, he was able to get about half of his 7 inches inside her by the end.  I guess the doggie-style position was a better angle to open up Katie’s vagina and with me already having stretched her out a little, combined with the slick-wet juices from her sister’s pussy, Jon was able to pump up to half his cock in and out of Katie.

Jon and I fucking both sisters doggie-style went on for several minutes.  Then, I heard a familiar grunt coming from Jon.

“Ugggggg… I’m gonna cum!” he yelled.

“Don’t cum in her!” Amber yelled back.

“Why not? She hasn’t had her period yet, has she?  It’ll be fine!” he replied on the verge of cumming.

“…Because I don’t want you cumming inside her!  If you want to cum somewhere, cum in my mouth!”

Jon didn’t hesitate to pull out of Katie and scramble onto the bed, positioning his dick in front of Amber’s face as I still pumped her from behind.

Amber took his cock in her mouth and started blowing him.  Only seconds passed before Jon let out a long, loud groan and came for the third time, splashing his semen on the inside Amber’s cheeks.

Well, that about did it for me, too.  As Jon finished cumming, I felt the sperm building inside my balls and moments later, I blasted the inside of Amber’s vagina with my own jizz.  Mind you, I had not cum once since this whole thing started; my orgasm was longer than it had even been before when I would masturbate, and I knew I was coating Amber’s insides with thick layers of sperm.

Practically collapsing, I fell out of Amber’s pussy and sat on the edge of the bed, trying to catch my breath.  Jon sat at the head of the bed and stroke some residual sperm out of his dick.  Amber just fell down on the bed right where she was, exhausted.  Katie was still sitting on the side of the bed.

“Did you cum in me?” Amber asked.

“Yeah, sorry… I was just really into it,” I said.

“I better not get pregnant,” Amber replied.

“What happened?” Katie asked.

“Sex, sweetie.  When you have sex, it ends with the man shooting sperm out of his penis.  The sperm is what meets with the egg that’s inside of you and it grows into a baby.”

“Are you going to have a baby now,” Katie asked innocently.

“I hope not,” Amber said, eyeing me.

Jon piped up, “Let’s wait a few minutes, then let’s show her anal sex!” he said, half-serious.

“Fuck. You.” Amber shot back, giving him the finger.

“What’s anal sex,” asked Katie.

“It’s when the guy puts his penis in your butt,” Amber replied, frankly.

“Ewwwwwww!” Katie said, shaking the visual out of her head.

“Yes, that’s right: “Ewwww”!’ Amber said laughing.

                                    *            *            *

 I’m relieved to say, Amber never told her parents—or the police for that matter—about what happened with Katie.  I’m not sure if Katie’s “lessons” helped her for future encounters with boys, growing up, but I’d like to think it did.

And no; Katie, today, isn’t some fucked-up drug-addict nor has intimacy issues.  She’s happy and normal.  And she has become more beautiful than anyone could have ever imagined.  She’s currently living in Los Angeles, pursing an acting career and has had some small roles in a few TV shows.  But, with her looks, it’s only a matter of time before she really breaks out and makes it big.  And don’t bother trying to figure out who Katie could be; “Katie” isn’t her real name.

And I did keep those blue panties of hers I jacked off with all those years ago.  Sometimes, I pull them out, wrap them around my cock, and masturbate with them while looking at picture of a grown Katie on her myspace page.  And to think, when she was only 13….

And yes, it turned out Amber really did like Jon.  They dated for the rest of that summer before college, though I’m sure the fact that Jon fucked her then 13 year old sister in front of her, wasn’t exactly a recipe for a lasting relationship.  But during that summer, Jon eventually convinced Amber to do anal.  I know, because I was there.  There were plenty more sexually charged ‘hang-out’ sessions with our friends at Amber’s house, though none of them included Katie again.  And Jon asked me on six occasions if I wanted to sneak upstairs and have sex with Amber together.  It was then that Jon showed me that he and Amber had anal sex, by fucking her in the ass for me right then and there!  This of course, eventually lead to the three of us exploring double-penetration which is a whole other story...  As is the story of when Amber demanded to see me and Jon suck each other’s dicks, then take turns fucking each other in the ass…

… but as I just said, that’s another story.