There is a point in a girl’s life when she must face the reality that her body is beginning to change and some things suitable for a young girl that are not appropriate for a teenager. Cassie was at that time of her life.

She and her mom, Diana, were having fun at the mall’s video arcade where Mark worked. Even though he was in his early thirties, Mark enjoyed the variety of girls, teens and women who stopped by to play games. Diana was in her early forties with a voluptuous body; curves in all the right places including her well-developed breasts. She was about five-foot-five and her shoulder-length dark hair swayed when she walked…almost as much as her shapely ass did. Cassie had her mom’s long dark hair. She would be considered slender, even for a twelve year old, standing almost five-feet tall. While her mom’s complexion was light, Cassie’s skin was darker. Her rich skin color might have been from being out in the sun, Mark thought, as he noted the lighter stripes where a bathing suit left tan lines. The light blue spaghetti strap top Cassie wore displayed her tan lines clearly. Because the top was loose fitting, the front dangled low revealing more of the tan line as it deliciously dipped across her budding breasts. She might be almost skinny but Mark noticed she was already on her way to a B-cup.

Mark made it a point to mingle and check with all his customers. While it made good business sense, he also liked to chat; a definite “people person.” This habit gave him the chance to engage in conversation with complete strangers without being too intimidating. His six-foot-four frame was not thin and not fat. He played basketball a few times a week and, with his dark hair and eyes, had a slightly rogue-ish look. Sometimes people were intimidated at his first approach but soon determined he was harmless and just being helpful. “Are you two having fun?”

Cassie was involved with a boat driving game. Diana, who observed her daughter from the side, she turned to Mark. A brief flash of surprised crossed her face that turned quickly into a smile, “Yes, thank you. We’re having a great time.”

“How come you’re not playing?”

“Oh,” Diana chuckled slightly, “I’ll play some of the games but not that many. More of a thing for the young.”

“Then you should fit right in,” Mark said with a smile to emphasize the compliment.

“Why, thank you.” She turned to look at Cassie’s game then back at Mark, “So, are you the manager?”

“Sorta. I own this place. I’m Mark.” He extends his hand.

“Diana,” she reaches and shakes his. Both feel the warmth and softness of the other’s hand. “This must be a fun thing to do, but don’t you get tired of hearing all the games blaring all the time?”

“It’s something that you get used to. And it’s not work if you like what you do.”

Cassie finished the game and stepped toward her mother, “Can I play some more?”

Diana looked down and placed a hand on her daughter’s shoulder. “Maybe one more. Then we need to get going to pick up the gift for Aunt Becky.” Cassie looked at Mark and smiled. “Cassie, this is Mark. He works here.”

“Wow! You must play games all the time!”

Mark smiled. He was doing his best to maintain eye contact with Cassie even though her blouse shifted with her movements. He could almost see straight down her top at those beautiful, growing boobies. “I play the games once in a while. I play the new games the most.”

“That is so cool!” Cassie’s eyes lit up and she looked to her mom, “You should ask him out. He’s cute.”

Mark was completely surprised at this little girl’s statement and looked at Diana.

“I’ve taught my daughter to speak her mind and to tell the truth. Sometimes she blurts things out.”

 “Those are good qualities to teach. Too many people try to sugarcoat things.” Mark regained his composure, “and thank you for the compliment.”

“You’re welcome,” Cassie beamed. “Do you think I’m cute?”

Mark smiled, “Of course I do. You’re very pretty. Both you and your mom.”

Cassie, while taking her mother’s hand, reached with her other hand to grab onto Mark’s. “I bet we would have fun together.”

Her hand felt wonderfully light, warm and soft. The effect of the contact began to send signals to the manly parts of his body. Mark was amazed at the outgoingness and boldness of this girl. He looked at Diana but didn’t pull away from Cassie.

“As I said, she speaks her mind. We have a very open family.” She made eye contact with Cassie, “Tell you what: I’ll give you some extra money so you can keep playing while I go pick up Becky’s gift.” Cassie bounced up once as she released her grip on the two adults. Diana began to open her purse as she turned her head towards Mark, “Is it okay if she stays here without me around? I won’t be long.”

“No,” coming out of his near-trance state, “not a problem at all. Parents do that all the time. And I try to keep an eye on all the kids.”

Diana handed her daughter a few bills, “You behave and don’t cause Mark any trouble.” She closed her purse, replacing the strap over her shoulder, “Thank you for your kindness.” She touched him on the upper arm letting her fingers linger slightly and brush down slightly. Then she walked away.

Mark turned toward Cassie, “Okay, you have fun. And if you need anything just let me know.” He smiled, again noticing how low cut her top was and turned to walk away. He was about to take a step when he felt her small hand take hold of his again.

“Can you show me the new games?” Her eyes were a lighter brown than her skin making them almost twinkle.

He stopped and, again, resisted the urge to look down her shirt. He felt himself twinge and grow. He looked around at the sparse crowd in the arcade and figured he could step away for a little while. A good way to get to the mom was through the kid, so this was his chance to make that thought a reality. “Sure. I got one new game in yesterday. I finished setting it up this morning and haven’t had a chance to play. You can be the first.”

“Which one is it?” she looked around holding onto his hand even tighter.

“It’s not out here yet. It’s set up in the back for testing. You can be the official game tester. Come on.”

* * * * * * * * * * * *

The back room was what you would expect at a mall arcade: Plain, white walls in the store room filled with a work bench, posters promoting various video games, game parts in boxes all lit by glaring florescent lights. The door between the arcade and the store room was just to the right of his small office. A phone, desk, computer, safe and some other typical items found in an office were visible.

Cassie looked around and it didn’t take it long to see the video game in the corner across from the door. “Is that it?” She let go of Mark’s hand and quick stepped to stand in front of the game. Racing cars of different designs and colors were racing around on the virtual track displayed on the monitor.

“Yup. That’s it: “Maximum Speed.” First time anyone except me has seen it. Do you like driving games?” He stepped behind the soon-to-be teenager and didn’t hesitate to look straight down her top. The material still covered the majority of her small breasts, but the tan lines were more pronounced in the bright lighting. He felt his manhood growing even more. “Just press the start button to play.”

She looked down to find the built-in pedal, grabbed the steering wheel with her right hand and pressed the start button with her left index finger. The game went through its opening sequence and when the green “GO” flashed on the screen Cassie had both hands on the wheel and slammed her foot on the pedal. Mark didn’t notice how she was doing on the game. He continued to stare down her shirt. Several times the opening moved back and forth depending on the direction Cassie turned the wheel revealing a bit more of either breast but not enough to see both at the same time or the nipple, as Mark hoped to see. The game ended and Mark quickly turned his head toward the monitor. A “

“Can I play again?” She looked at him with those sparkling eyes.

“Play as much as you want.”

She turned back to the game and followed the same actions as before. This time Mark took a small step back to get a better look at Cassie backside. Her slender figure managed to show her emerging hips. The blue denim jeans traced the outline of a very tight ass. The lower curves were very noticeable and made her much more an object of desire. Mark shifted forward to reestablish his vantage point over Cassie’s low-cut top when she stepped back and threw her hands down unexpectedly.

“Damn! I lost again!” It was a fit of frustration that she pushed away from the machine. Through the unfortunate bit of timing her swinging hand managed to hit Mark right in his privates. His sudden gasp was an alert for Cassie to quickly swing her head around and down. “Oh…I’m sorry!”

Mark wasn’t injured; just surprised and concerned. It was a well placed shot with almost her entire hand hitting the one place he was trying to hide. “No harm. Don’t worry about it.”

She still looked at him over her right shoulder then down to his pants, “Your penis is hard.”

Yeah, Mark thought, her mom wasn’t kidding when she said Cassie speaks her mind. He could feel his face becoming warm.

Cassie looked up at him again, “It looks big too.”

“I don’t think you should be talking about such things” Mark was definitely flustered but his condition was too obvious to ignore at the moment.

“Why not?” She turned to completely face him. Mark’s concentration faltered briefly as his vision slipped to look at her chest then quickly back to her face.

“It’s just not something that girls should discuss with someone other than their mom.”

“That’s silly.” She stared again at the front of his pants. “Yours looks bigger than Brandon’s.”

“What?”

“Brandon showed me his penis. You’re older than him so I guess yours would grow bigger.”

Mark took a step back and ended up against one of the work benches, “I don’t think we should be talking about this.”

“Why not? I talk about this with my mom. I heard her and Aunt Becky talking about some guy Aunt Becky went out with. She said his penis was too small and bigger is better.”

This talk was not helping his condition and, at this point, Mark didn’t want it to stop. This girl was turning him on too damn much. “When did Brandon show you his penis?”

“He’s showed it to me lots of times. I like looking at it and playing with it.”

“Playing with it, huh? Is he your boyfriend?”

She looked back at the game and then to Mark taking a step closer. “I’ve jerked him off and given him a blow job once. Brandon’s my cousin. He likes playing with my titties and rubbing my slit. He’s too rough sometimes.”

“Your cousin?” This girl’s point-blank descriptions have freed Mark of any inhibitions he might have felt before. “That’s amazing. Aren’t you worried your mom will find out?”

“She walked in on us once and didn’t say anything. I thought she would’ve gone crazy. She didn’t care. She even stayed a while one time.” Cassie moved within arm’s length of Mark. “Can I see your penis?” She reached her right hand towards the bulge in his pants while her left hand seemed to absent-mindedly rub the zipper area of her jeans.

If there was any caution left Mark had thrown it to the wind, “Can I rub your slit first? I might do better than Brandon.”

“Well…okay, but you hafta promise that you’ll take off your pants too,” she began the buttoning and the unzipping process.

“I promise.” Mark could hardly believe this was happening. A slight quiver of worry went through him as to what would happen if someone found out. That worry faded when Cassie’s jeans hit the floor. Her panties were high-cut and pink offering a contrast to her very tanned and tone legs. She took a step forward to free her foot from the jeans and hooked her thumbs into the waistband close to where “Jockey” was stitched into the elastic. “Wait! Let me do that.”

She shrugged her shoulders and dropped her hands. Instead of bending down to remove her underwear, Mark reached under her arms, easily picked up her lithe form and sat her down on the work bench on which he had been leaning. They were now eye to eye. Mark’s heart was beating faster than ever as he caressed her hair. “You’re really cute.”

Cassie gave a toothy smile, threw her arms around his neck and put her lips on his. At first the kiss was a bit erratic and confused. Over the next couple of seconds it turned into a mutually satisfying moment for both of them. Lips, and soon tongues, worked in a passionate partnership. Mark’s hands rubbing Cassie’s bare shoulders as her hands remained around his neck. Their lips separated but they remained connected to each other as Cassie caught her breath, “Wow. I’ve never kissed anyone like that before.”

“I’m going to give you lots of special kisses,” was his breathy response. His hands moved along her sides until Mark felt the bottom of her blouse. He gripped the hem and slowly gathered the material as he pulled the garment up. “I want to play with your titties too, okay?” She raised her arms in response.

The tan line that caught his attention only several minutes ago was now completely revealed to him; Cassie wore a two-piece bikini. The lighter color of her skin showed a clear outline of a bikini halter top. The swell of her B-cup breasts were tipped with small, more-dark-than-pink circle that surrounded very aroused nipples. Flinging her shirt to the side, Mark glared at her breasts and, starting near the top of her chest, slowly drew his hands down and around the bottom of her breasts. Cassie let out a slight gasp as his fingers drew across her nipples, “That felt good. Do you like my titties?”

Still holding them securely in the palms of his hands, he looked her in the eye, “Yes, I like them very much. Do you like to have them touched?”

“Yes.”

“Brandon touches them like this?”

“He’s rougher. I like the way you rub them.”

“It feels good?” he gave them a firm squeeze while pinching the nipples between the middle part of his fingers.

Another gasp as Cassie pushed her chest forward, “It feels really good.”

While still holding and kneading her tender flesh, he slowly began placing small kisses on the side of her neck working his way down to her bare shoulder blade. He could almost taste the suntan. “I hope to make it feel even better.” He continued the kisses past her shoulder blade and made his way down her left breast. He used his left hand fingers to rub her right nipple, his lips moved to the darker circle on her left breast and his right hand moved between her legs. His lips engulfed her nipple and his hand found the very warm fabric between her legs. Cassie threw her right arm around his neck as her left hand braced against the top of the workbench helping to push her forward.

“Oh…”she spread her legs even further apart…”oh, yeah. That feels good.”

His nibbling and massaging continued for a bit longer until he moved to suck on her other nipple and used more pressure to rub between her legs. Mark moved his left hand down, grabbed the elastic of her Jockeys, and started to pull them down. He stopped his stroking to wrap his arm around this hot, young girl lifting her up to completely yank her panties off. He kissed her on the lips again as his hand again went between her legs. As expected, she had only the slightest hint of fur.

Cassie pulled away, shortening the kiss, “Don’t stop. This feels so good. I want you to finger my pussy.” She placed her lips on his again. His hand touched her wet slit with a single finger. She pushed her hips forward. He outlined the folds of her lower lips with his finger. She inched forward again, “Put a finger in me. It feels good.”

Mark pushed his finger inside her up to his first knuckle. She was hot, wet and very tight. He slid his finger back out and then slowly back into her pussy. Cassie moaned her approval with each stroke as he tried to go just a bit deeper each time. Cassie kept pushing her hips forward and soon matched her thrusts with Mark’s stroking finger while holding onto his shoulder. Mark lowered his head to again taste each of her teenie nips. His member was straining too much against his pants, and with his left hand pulled down his zipper but he didn’t once stop pleasuring this girl as he gained some comfort. He leaned up to her ear to whisper, “Now for a special kiss.”

As before he placed small kisses down Cassie’s torso, continued across one of her nipples, down her stomach, and paused to place several extra kisses along her the tan line on the lower part of her body. He placed his hands Cassie’s hips and continued moving his lips down between her legs.

“Wha…what are you going to do?” Cassie puffed as Mark reached his target and began brushing his lips against her womanhood. Cassie jerked at the new sensation and quickly realized the delight she was experiencing. As Mark started to use his tongue to penetrate her vaginal folds, Cassie quaked with each new spark of sexual excitement. She couldn’t form complete words and uttered moans and other guttural noises to voice the pleasure she was receiving.

Mark licked around her soft flesh occasionally stabbing the tip of his tongue inside. His hands moved to engulf her firm round ass cheeks to hold her steady as she began to squirm. He quickened his oral manipulations when Cassie put her legs on top of his shoulders and began to pull him in. He pulled her closer, his tongue dancing in, out and around her vagina. She put her arms around his head to push him in even deeper.

Cassie almost screamed too loudly as she convulsed with the pleasure of her first orgasm. Mark never ceased the pace of his tongue lashing until he felt her shuddering begin to subside and he eased his grip on her tender flesh. Slowly Cassie’s body calmed down even while her breath was still labored. Mark again brushed his lips against each of her inner thighs, and created a new path of small kisses up her body. As soon as he placed a kiss on Cassie’s neck, she wrapped her arms and legs around him squeezing tightly so he wouldn’t go too far away.

“Are you okay,” he stated more than asked.

It took her about a half minute to respond, “I had an orgasm.” Her body lock didn’t waiver.

“Yes, I know.”

“Is that how they all feel?”

“Pretty much. Some are better than others.”

“I came…you made me cum,” she sighed.

“I’m glad you liked it. I enjoyed it too.”

“That felt so good.”

“Was that your first one?” He began rubbing his hands along her back, hips, legs even though he was still entwined in her arms and legs.

“I can get myself off but it never felt like that. I tried my mom’s vibrator once when I found it and it was better than just using my fingers but this was still better. MUCH better.”

“I liked it a lot too.”

Cassie gave an extra squeeze before she slackened her hold on Mark and leaned back to look at him, “I want to make you feel good too.” She scooted down off the workbench and turned Mark so he was leaning against it. She undid his belt and tried to unhook the button on his pants. Her little hands couldn’t quite manage and Mark completed the action for her. She pulled his pants down to his ankles. She leaned into him with her hands pressed against his member, “I get to see your cock ‘cause you promised.”

“I remember.”

“Does it feel good when I touch it?” she rubbed her hands up and down the shaft swelling under the material.

“Yes, it does.” He looked at her face but his focus was again drawn to her breasts. He put his thumbs in the waistband and pushed down. His cock sprung out of its confinement, precum glistening on the tip. “Keep rubbing it.”

“It is bigger than Brandon’s,” Cassie ran her hands along its length. “It’s about the size of my mom’s vibrator.”

“Want to see if it works like your mom’s vibrator?”

Using both hands, she held the shaft like a baseball bat, “You want to fuck me?”

Mark’s heart jumped at the thought of sticking his throbbing cock into the pussy of this tight girl. “I thought about it.”

“My Aunt Becky told me that it’s not good to fuck the guy until the third date.” Cassie knelt down and began stroking the shaft with one hand, cupping his balls with the other.

“If what you’re doing now is okay for a first date that would be okay with me.”

Cassie massaged the precum around the head of his penis and held it steady. She then ran her tongue along the side going toward the head and dragged her lips down again. “Brandon likes blow jobs. You will too.”

With that she placed her lips around the head of his penis. Mark took hold of the workbench as he leaned back to push his hips forward. The warm mouth of the twelve year old was magic on his cock. She held onto the shaft with one hand and placed the other on his thigh as a brace. He could feel her tongue trace around the tip. With a barely audible “smack” she removed his manhood from her mouth, “You’re really bigger than Brandon.” And again put her mouth around the enlarge penis.

Cassie managed to work his cock into her mouth a little at a time. She never stopped stroking the shaft. Mark soon began thrusting his hips forward. He had a hard-on for too long and just knowing a twelve year old was blowing him was going to push him over the edge sooner than he would like.

He looked down to watch her actions. It was an even bigger turn-on than he expected. Her hair bounced each time she moved up and down his pole. He placed one of his hands on her shoulder as encouragement to continue as his breathing had become labored. Her breasts also jiggled with the movement; each nipple still erect.

Cassie moved the hand she had been using for support between her legs. She was still wanting for more and began to finger herself. She heard Mark moan and she slid her lips off his cock, “Do you like this?”

“Yes,” he hissed.

“You like it that I’m masturbating while sucking your cock?”

“Yes.”

She put his penis back in her mouth. Cassie sucked and twirled her tongue as the shaft slid back and forth. The fingers of her other hand were having an equal effect of arousing her as the pleasure of having a cock in her mouth. There was something different about this even though she and her cousin had done this same thing many times. She glanced up to discover Mark looking down on her while she sucked him.

This was too much for Mark. He was going to have the biggest cum burst imaginable. That look she gave him was about to put him over the top. He seized her head between his hands and increased the speed of his hip thrusts. Cassie gave a muffled yelp due to Mark’s unexpected ferocity. After some muted gagging, Cassie managed to keep pace with his movements. “Oh yeah….oh yeah…”

The explosive rush of juices into her mouth was a surprise. Mark held her in place and there was no way Cassie could hold all of his cum in her mouth. Some of the thick liquid escaped from the corner of her lips; some she swallowed from pure reflex. Mark savored the fading sensation of a very powerful orgasm and the elation of knowing a pre-teen sucked him off. He let Cassie stand up as she wiped the liquid off her smiling face.

“Wow. I thought I was going to drown.” She stepped to him and gave him a big hug. “I bet you liked that.”

“You’d win that bet,” he hugged her back placing a kiss on the top of her head. “Was that okay with you?”

She squeezed him in response. “I can’t wait to do that again.”

“Brandon will be in for a big surprise.”

Cassie pulled back, “I meant again with you. Un…unless you don’t want to.”

Mark pulled her closer, “I would love to do that again with you.”

Again her response was a tighter hug.

“We better get cleaned up and dressed before your mother comes back.”

* * * * * * * * * * * *

“Thanks for keeping an eye out for her. She seems to have had a lot of fun,” grinned Diana. She held onto two shopping bags in one hand and a big smile on her face for Mark.

“She’s a very wonderful girl,” he looked toward Cassie who was standing near the entryway to the arcade. “Probably takes after her mom,” Mark chuckled inside at his little joke.

Diana smiled even deeper at the compliment. “Thank you, again, for taking care of her,” and she turned away.

Mark watched Diana walk away and appreciated the woman’s figure. If daughter turns out to be like mother, he thought, Cassie will only get better in time.

Cassie stopped Diana once she had arrived at the entrance. Mark noticed an exchange of words and Cassie pointed in the direction of Mark and the back room. Diana turned her head to follow the direction of her daughter’s pointing. His heart stopped. Diana set the bags on the floor near Cassie and began walking toward Mark. He had to think of something if Cassie told her mom what had happened over the past thirty minutes. Diana stopped within whisper range of Mark.

“Cassie just told me a few things that I find…well…surprising.”

“Really? What would that be?” Mark managed to ask with a struggled calmness.

“As you know, she speaks her mind and speaks it often. Well...she just said…um,…there is no way to put this plainly…” Diana reached into her purse and removed a business card that she stuck into Mark’s hand. “She said your cock grew very big in your pants after watching me. My number’s on the card.” She placed a light kiss on his cheek.

Mark stared at the card then watched Diana bags in one hand and Cassie holding onto the other. Cassie blew him a kiss just as they exited the arcade.

“Maybe the daughter really does take after her mom.”