s dropping just past her shoulders with a stunning color of gold. The smile she puts on can stop traffic.
 
          So, I had just got back from taking my girls to school and working all night long. I went into the house to see what I could make to eat and turned on the tv. As I was cooking up some eggs and bacon, the doorbell rang. I put my food aside and went to see whom it was.
 
          As I looked through the peephole I saw my neighbor. Now she is a looker in her own right. She has to have at least a set of 44dds, red hair, dyed, crystal blue eyes, thin waist and tight ass. Somewhat shocked I opened the door to find her standing there with her younger daughter. She gave me some story and asked if I could watch Penelope for her until she returned. I readily agreed and brought Penelope in and asked if she would like some eggs and bacon. Penelope would sometimes baby-sit my girls for me, her being home schooled and 13 seemed perfect for the job.
 
          “ Why yes and thank you Mr. Huntowski. “
 
          “ Oh just call me Peter, Penelope. “
 
          “ And you can just call me Penny. “
 
          “ Okay, “ I said “ Penny. “
 
          As we sat and ate our breakfasts, she kept looking up at me and giving me the strangest smile. She would sometimes giggle and laugh.
 
          “ What seems to be so humorous ? Is there something wrong with the eggs ? “
 
          “ Oh no, the eggs are very good. I like them. You cook better than my mom. “
 
          “ Well thank you, but that still doesn’t explain why you look at me so and giggle ? “
 
          “ I was just thinking about the things my mommy says about you and tells me. “
 
          “ Oh I see, and what does your mommy have to say about me ? “
 
          “ She just talks about how you look and if we would like a daddy like you. “
 
          “ She says these things about me ? “ I inquired further.
 
          “ She says how she wishes she would have met you earlier and that maybe our lives would be so different than now. “
 
          “ Do you think she is right or wrong ? Do you think that you would want me as your daddy or not ? “
 
          “ Oh I would love you as a daddy. “
 
          We finished up our breakfasts and I cleared away the dishes.
 
          “ Can I help you with the dishes ? “
 
          “ Well sure if you would like. Do you want to wash, rinse or dry ? “
 
          “ I think I would like to wash, if that is okay ? “
 
          “ Why sure, I will be right here to help if you need. I will rinse and we will just let them dry in the rack. “
 
          I prepared the water and soap for her. Not making it too hot. I handed her the sponge for washing. She started with the plates and handed them to me one at a time, as I rinsed them off and placed them in the rack. She continued with the silverware and glasses. After I finished placing the last one in the rack she splashed me with the water. It got the bottom of my shirt and top of my shorts wet.
 
          “ Oh you wanna play games, huh? “
 
          I splashed her back with some water getting her top soaked. She splashed me again and again. I splashed her back. Before long we were both soaked and dripping all over the kitchen floor.
 
          “ Looks like we need to change and clean up the kitchen. “
 
          Suddenly Penny steps off the stool and starts to remove her top and shorts. Before I could utter any words, she was standing there naked as a jaybird with her clothes bunched up in her arms. It was a sight to behold. Her young, sexy body just standing there, that bald pussy with her lips tucked in ever so showing just a lovely tight slit. She had looked up at me and was smiling from ear to ear. As I watched her eyes they traveled from mine to my crotch, which had begun to grow at a super rate. The bulge of my wet shorts was a true give-away as to what was going through my mind. She moved back up to my face and my eyes.
 
“ Well aren’t you going to take off your clothes ? “
 
“ I don’t think that is quite appropriate for me to get naked in front of you Penny. I think you should put your clothes on also, until I can get you something to wear. “
 
“ No that’s okay Peter, I like being naked. “
 
“ Yes, but you shouldn’t be naked in front of boys/men, and especially me. What would people say if they saw us right now ? “
 
“ Well I don’t care what they may think or say. I just know that you like it and are enjoying it. “
 
With that she glanced back down to my crotch and back up to my eyes and smiled a grin wider than the Mississippi. She reached forward with her arms and handed me her clothes. I grabbed them and she scampered off. Too smart for a girl her age, as I watch that tiny, tight ass jiggle it’s way out of the kitchen. I just stood there for a few seconds trying to compose myself and somehow get my raging hard-on down to an unnoticeable bump. I knew it would be hard ‘cause the thought running through my mind were not going to allow it to do so.
 
“ Well come on !!!!! “
 
The words woke me from my little daydream trance. There was Penny standing at the opening between the rooms. Her hands on her lovely hips, just staring at me, then my crotch, then me, then my crotch.
 
“ Okay I’m coming. “
 
She turned and scurried away as I turned to head toward the laundryroom.  As I made my way to the laundryroom, I glanced back toward the livingroom. Penny was on the couch with the remote trying to find something to watch. My mind was racing now as I saw this sweet young thing just sitting there naked without a care in the world. I opened the door to the laundryroom and set her clothes on the dryer. I then turned and headed toward my room.
 
As I went passed the livingroom, I told Penny, “ I’ll be right back. “
 
“ Okay, don’t be too long. “
 
I went to my room and closed the door. I took off my shirt and shorts. I dropped everything there on the floor and moved toward my dresser. I was rummaging through the drawer gathering a pair of pajamas for me and was going to go and get a flannel shirt for Penny from the closet. As I finished getting my pajamas from the drawer and turned to go to the closet, I was surprised to see Penny standing there in the doorway.
 
“ What are you doing here ? I told you I would be right out. “ A slight tinge of anger could be heard in my voice. Penny just stood there with her mouth slightly open staring at my raging hard-on. As I tried to move my pajamas in front of my crotch my hand hit my engorged cock and the pajamas fell to the floor. With that Penny came running over and bent down to help me gather them up. As she stood up my cock hit the top of her head. She instinctively reached up and her hand grabbed hold of my cock.
 
I thought I was going to blow my load right there. The feel of her tiny hand trying to grab around my cock was just sensational. As quickly as she grabbed it she let go and stood up. She handed my pajamas to me as my cock was pointing at her chin. I looked down at her as she looked up at me.
 
“ Why is that so big and hard, Peter ? “
 
          Think,… think,… think. What do I tell her ?
 
“ My mommy’s is like that, but she has it in her drawer by the bed. “
 
Oh my god she has seen her mother’s dildo !
 
“ Why is yours attached to you ? “
 
Oh shit now I am in some serious trouble.
 
“ Please go sit on the bed and let me try and explain it to you. “
 
With that she ran to the bed and jumped up on it and sat there waiting for me. I had taken the pajamas and tossed them on the chair and walked toward the bed sitting down next to her. Now how was I going to explain this to her, I figured I would just come out and tell her about men and women and the different parts.
 
“ Well you see Penny, in the world there are men and women. Men have a penis and women have a vagina. Now there are other names for them, but those are the proper names for them. This thing you see here, as I point to my cock, is a penis. All men have them, some are bigger, and some are smaller. Now a woman she has a vagina, sometimes called a pussy. That is this little thing you have here, as I point to her pussy. What the reason for this is so that when a man and woman find each other and wish to have a child the man puts his penis into the woman’s vagina.
 
“ Why does my mommy always yell your name when she plays with her penis ? “ She blurts out.
 
A bit taken back by this statement, I say, “ Your mommy doesn’t have a penis, what she has is called a dildo. “
 
“ But it looks just like yours. “
 
“ I understand, but it is only a penis when it is attached to a man. It is a dildo when not attached to a man. They sometimes call it a cock also. “ As she looks down at my now throbbing cock. The head turning a purplish color.
 
“ How do you know what your mommy does ? “
 
“ She sometimes keeps her door open and I can hear her at night. She wakes me up and I go to see what is wrong and she is on her bed with her “ dildo “ pushing it between her legs and making funny noises and screaming sometimes. “
 
“ Does it bother you when you see her like this ? “
 
“ No I just wish she would be more quiet. “
 
“ Have you ever talked to her about any of what you have seen her doing ? “
 
“ When I start to bring it up, she just tells me to be quiet and she’ll talk with me later. Then we both forget and it never gets done. “
 
By now my cock is as stiff as it has ever been. The ache I feel is from it throbbing and wanting of relief. Just from instinct, my hand moves and grabs my cock and slowly and gently starts to stroke it. My mind racing of thoughts of what I want to do to Penny. She gazes at me slowly stroking my cock and smiles.
 
“ What are you doing to your cock Peter ? “
 
As I startle from my daze and thoughts of Penny and my cock, I realize she is just mesmerized by my hand stroking my cock. She is watching intently with a smile and then looks up at me as I am gazing down at her.
 
“ I am so sorry Penny. You shouldn’t see me doing this. “
 
“ I don’t mind it, it looks like fun. Can I try ? “
 
With those words she reaches out and puts her fingers as far around my cock as she can. Her soft, tiny hand doing it’s best to get around my thickness. She takes her other hand and lets it join the first. And she begins to slide them up and down my cock. My mind is racing, my hand leaves my cock, I have to have her stop, but I want this so bad. She moves her hands ever so slightly up and down in only about three inch movements. I can feel my veins pulsing as her tiny hands encircle me.
 
“ Oh my god Penny that feels so wonderful, but you need to stop. Some things may happen and I cannot allow them to, because I will get in very bad trouble. “
“ What trouble will you be in Peter ? “
 
“ You see Penny a man of my age cannot be doing these things with a girl your age. It is not only looked down upon by many people, but it is also against the law. “ She continues to stroke me staring at the precum as it bubbles from the top of my head.
 
“ I don’t see what is wrong with this and what is that coming out of your cock Peter ? “
 
My breathing starts to get heavy and sporadic. “ I’m glad you see nothing wrong with it Penny, but many other people do. If anyone was to ever find out that I let you feel my cock and also stroke it I would go to jail for a very long time. “ She keeps stroking, I have to have her stop, but I won’t. “ that is called precum “ as I point to the large pool of cum on my head and beginning to slide down the sides and onto my shaft.
 
“ Is that good or bad ? “
 
“ Oh it is very good Penny. It means you are making me very, very happy. “
 
As I move my hand up to her head and gently start to pet her skull and hair. I am gently petting her and she smiles up at me with those big, beautiful green eyes. I want to just take her head and ram it down onto my cock and choke her with my monster, but I restrain myself and just enjoy the pleasure of this sweet, innocent, little girl getting her first sexual experience.
 
“ Are you supposed to do something with the precum Peter ? It is starting to get all over my hands. “
 
“ Well you can lick it up and swallow it if you want ? It is a little salty, but it is very good for you. “
 
With the words spoken to her, she moves her head down and licks with little flicks of her tongue over the head of my cock and slurps up a little sample of my precum. Licking her lips she looks up at me and smiled widely, as she swallows the sample.
 
“ MMMMMMMM… it tastes very good Peter, may I have some more ? “
 
“ Penny if you want you can try and suck on my head like a popsicle and have all you want. “
 
Penny moves back down and opens her mouth. She pushes her wide-open lips over the head trying to fit it in her little mouth. I take my stroking hand and gently push her head down trying to assist her with her new found ability. She barely gets her lips around the crown of my head when she inhales with the force of a hoover and begins sucking up all my precum. She causes my cock to bounce with excitement as she swallows the precum on my bulbous head. I want to shove my cock deep into her mouth by pushing her head down my shaft, but I resist as she comes up from her first dip and smiles at me.
 
“ Is that how you do it Peter ? “
 
“ Well Penny it is going to take a long time and a lot of practice before you will be able to do it like you’re suppose to do it. “
 
“ But I like it Peter and I want to be able to do it right. “ Her eyes screaming please help me with those pouting lips, my conscious screaming NO…NO…NO.
 
I looked deep into her eyes and asked, “ If you really want to learn everything and become the best that there is you can never and I MEAN NEVER, tell anyone. Not your mother, brother, sister or friends. This must only happen here at my house and with only me. I will teach you everything and make you the best that has ever been. “
 
With those words spoken, she agreed to only do these things with me and to do as I instruct her. She was still stroking my cock when I told her to get ready for the big reward for doing such a good job.
 
“ Here comes the reward you will receive every time you do a good job and make me very happy. “
 
With that I moved her face closer to my cockhead and told her to open her mouth. She opened her mouth, I told her to open it as wide as she could even if it hurts. Just as she was opening I blew my load like a double barrel shotgun. The blast of cum push her head back a good three inches and what didn’t get in her mouth was flowing all over her face, eyes, nose and chin. It was dripping from her hair and she was coughing and gagging slightly as my second load erupted in the same manner, but this time I pushed her head down and held it there as she choked and I watched the cum not swallowed pour from her mouth. She was gasping for air as the third and fourth shots fired in sequence. Cum was dripping from all over my little friend’s face and hair. The fifth, sixth and seventh blasts shot with equal force as the previous loads. I was cumming like I have never cum before. Penny was gagging and I let her head up and she inhaled deeply as she took some cum into her lungs and choked it back up. I immediately swooped down and gave her a very long passionate kiss, sliding my tongue deep into her throat and swirling it around. She still was trying to breath and I was in heaven with my new found toy.
 
As I looked down on to my new conquest, you could barely make out her green eyes through all the cum dripping and sliding down her face. She looked like she had taken three cocks worth of cum in an all out facial shot.
 
I started pushing the cum down from the top of her head and face into my waiting hand under her chin. As I filled up my hand I told her to swallow it and be ready for more. She did as I asked and waited patiently until I cleaned off her face with several licks of my own.
 
“ You know I need to take you into the shower and get you cleaned up before your mom gets back. “
 
“ She just looked at me with those gorgeous green eyes and asked, “ Did I do a good job Peter ? “
 
I placed my hands on either side of her face and lifted her up slightly and gave her another deep passionate kiss with my tongue driving to the back of her throat causing just the slightest of gags. This time she slid her tongue as best as she could around mine.
 
“ I will teach you more about kissing later, but now we need to get you cleaned up and in the shower……………………………………….
 
 
Any questions, comments or inquiries write to…………..lilgrrlperv@yahoo.com
 
If you would like I can send you other stories via email, since not all my stories get placed on this site

ust dressed him in all the geek apparel.  I think he's 13 or 14, I know he is heading into High School next year.  I on the other hand am 26, jet black straight hair, long toned legs, with what I think is a nice tight ass and tear drop titties with big nipples that point straight up.  I love to wear tight jeans and short skirts just to watch the guys stare at me.  One time, I watched a guy walk right into a newspaper stand while watching me.  It was so funny.  Sorry guys but you are so 'one minded' when you see a body like mine.

I was on the phone when he came in with his gym bag knap sac thingy.  "Just set it down anywhere, the TV is in the other room, go ahead and help yourself" I said.  Continuing to talk to my friend Cindy I told her how I was a bit upset that I had to stay in for the night.  'I need to get laid bad too'  As I reached down and brushed my pussy a bit through my dress.  'I even bought this smoking dress too Cindy, I am dressed to the hilt with that nice perfume you like, no panties and arrgghh my pussy is already wet.'  Oh, you poor thing, tell me, you want me to take care of that pussy of yours if I don't find a nice hard cock to take home tonight? Cindy purred.  Cindy was always after me, she liked it both ways but I've just never taken her up on it.  "Oh Cindy, you know how I stand on that, but if you find two of them, come on over" I giggled still brushing my pussy gently.  Cindy laughed in her sweet way and ended the conversation with 'you don't know what you're missin sweetie' and then she hung up.

Cindy had been my friend for many years and I knew I didn't have to worry about her so I just laughed it off and hopped up from the stool I was sitting on and headed to the kitchen.  I opened the refrigerator looking for a pop or something to offer my guest.  Not much in here I thought, a gingerale, a half a box of milk, and some tomato and orange juice.  Well, I thought, I should probably ask him if he's hungry or thirsty or what.  We may have to eat out tonight.  With that I laughed to myself at the thought ' eat out ' and trotted off to the living room in my siletto heels.

As I walked into the living room I realized that I had left the satelite channel clicker unsecured to the adult channels.  You know how you can password protect that, well, I had not reset it to protect the channels.  Here was Jim, standing in the living room staring at the bigscreen on an adult channel of some chick going down on some guy.  "Oh, damn" I said startled the boy.  "I'm sorry" he yelped, "I just turned it on and clicked the channel button up a few times and this was on."  Well, why didn't you keep changing channels I asked.  No answer, he was still watching.  "Jim !!" " Sorry" he stammered rapidly clicking on the clicker to change the channel.  Finally hitting the power button.  He turned away from me and again said "I'm sorry, it's just, well, I never seen it before"  It's ok Jim, I'm sorry for not telling you I had that on there.  I just ordered the full channel package so I get all that too.  Listen, why don't we go out and get a bite to eat so we can forget about this.  "oh, ok" he said, still facing the other direction.

 "Well, come on now, lets go" and I walked over to the entrance closet to grab my purse that I had just set there 15 minutes ago.  I stood at the door for a minute or so and Jim was still in the living room.  Come on Jim, lets go I yelled.  "Be right there" I heard.  Now what could he be doing I thought.  Then I had my answer as he walked out.  "hmmmp" I snickered and turned toward the door.  I did my best to keep a straight face but I couldn't help but notice the bulge in his pants.  I guess he seen a bit too much, maybe I should ask him if he needs to use the bathroom before we go.  Actually, maybe I should just check my hair and off I went to the bathroom.  "I'll be right out, I just want to check my hair"  I heard a faint 'ok' in the back ground as I entered the bathroom giggling.  With my hand over my mouth, shaking my head I realized that  he wasn't the only one with something erect.  My nipples were pushing right through my bra and dress like I had nothing on.  I tried to get the twisted thoughts out of my head and calm down.  Soon my nipples returned to more to normal and I left the bathroom.

As I approached Jim I noticed that the bulge was still there a bit but not nearly as big as before.  Jim kept his head down the whole time, must have been a bit ashamed but never the less we left the house and headed down the road.  I own one of those nice 'T' top camaro's  and I've had it for what seems like forever.  My dad taught me how to look after my vehicals so it should last me a long time.  But when you get into it in a short dress like mine it tends to help the dress to ride up.  Since I normally ride along to work and such, I didn't pay much attention to it until we had driven many blocks.  I tried asking Jim questions to help him feel more comfortable with me but he kept his head down.  Then I noticed he was glancing over at my legs.  Hmmmm, I thought, now this kid is gonna get another boner so maybe we should go through a drive through.  Sure enough, he adjusted himself in the seat a few times trying to get comfortable and cover the growing bulge in his pants.  I was beginning to think that even though it might be a bit cruel of my, I could tease him a bit more until we get back home then see if I can get him to take a 'bathroom' break if you know what I mean.  I remember all those early years hearing of the boys on dates that had to beat themselves off because of their woodie wouldn't go down.  Maybe Jim needed it.  Hey, why not, give the kid a little thrill now and then let him see just enough to deserve a good jerk off.  He'll tell all his little friends that he caught glimpes of his neighbour and for a little while, he'll be the 'cool kid'.

"Look over there, what are they building there I wonder" I said pointing out his window to get him to look.  As he looked, I hiked up my dress a bit more, well, almost too much. But I just kept talking like I hadn't done anything.  "I don't know" he said looking out the window.  "Well, looks like it's gonna be pretty neat huh" I exclaimed, keeping the conversation going.  "Ya, maybe... " as he turned toward me he noticed my skirt hiked up higher and more tanned leg and lost his train of thought.  " ah, ah, maybe ah big mall or something" he managed to get out.

Oh, I kept this boy talking, so I could hear his voice stammer along, and make it seem as though I didn't know my skirt was so high up.  We went through a fast food drive through and told him "when we get to the order mic, you have to tell them your order"  I just wanted to see him look past me.  We pull up to the place to order and I told him to go ahead.  He turned my way and I leaned right back for him, he looked right across my boobs with wide eyes and took a quick look down my dress top.  I then slid down in my seat a bit because I knew he would look down.  And sure enough, he did.  I watched him take a big breath, swallow and squeak out the words " I'll have a double burger, loaded, with fries and a large coke."  I just grinned as he slowly looked away.  I slid back up in my seat, leaned toward the window and this is what I said, " and I'll have a cheese burger, fries, and a large cock too." that's right, I couldn't believe I said it.  Jim turned to me with a huge surprized look on his face.  I just ignored it because I knew I couldn't correct myself, I just had to look as though I hadn't made a mistake.  The guy that took our order repeated it back to us with a bit of a laugh. "so, that's, a double burger, loaded, a cheese burger, two fries, and two large 'cokes' (he said slowly and clearly).  "Yes" I replied. "That'll be $12.54, come on around to the window.  As I drove around to the window, I could see Jim had a bit of a grin on his face, but my plan worked.  Even though I had made a bit of a blunder on words, I could see his pants had a big tent to them.

I paid for our order, received our change and we drove off.  We only drove a block or two when I pulled over in a small parking lot over looking the river.  We watched people walk along the river as we ate.  We both ate our fries first and almost at the same time we bit into our burgers.  My burger had a lot of ketchup on it and it began to drip onto my hands.  I held it out a bit and it dripped right onto my left leg.  "Get a kleenex, hurry" I exclaimed.  I don't want it running down my leg.  Oh, it was warm from being on the burger, my hands had all the ketchup all over them.  I was licking all the stuff off my hands still holding my burger when I felt Jim simply take a kleenex and reach between my legs and wipe up the ketchup.  A chill ran over me.  He folded the kleenex and kept wiping but now he was doing it ever so slowly.  It's as if he did in on impulse and now, his boyhood was taking over.  I quickly set my burger onto the wrapper I had set on the dashboard and reached down to his hand.  He looked up at me and snatched his hand away.  Grabbed his burger and filled his face.  I made a short 'huh' kind of laugh and said "sorry about that, I didn't mean for you to do that, just to get me a kleenex."  He didn't say a word.  "But, you did a good job so thank you".  Still nothing.  We ate our burgers in silence while sipping on our drinks.  Jim is one of those guys that has to move the straw in and out and make that "squeekie sound".  "Jim, stop that, it drives me a bit crazy.  Well, lets get going as I took the last bit of my burger and 'plop', right on my dress top.  Rolled down my breast to my skirt. "ah crap, get me another kleenex"  Jim handed me one this time.  I quickly wiped up the ketchup but it was too late.  "Now we have to go" I said.  Starting the car.

We arrived at my house and I told Jim to bring the pops and garbage into the house because I had to get the stains out of my dress before it sets in.  I quickly got into the house and into the backroom where I do the washing.  I closed the door (at least I thought I closed it) and stripped off my top.  I began by adding some water then spraying it with a stain killer.  I added water to my skirt and sprayed it too.  Then I turned toward the door to see it had come open and Jim was standing there watching me with a large pop in each hand and an obvious boner.  There I was, in one of my sexiest bras with a young teen boy watching me.  I reached out and closed the door.

Grabbing a towel and wrapping it around my chest, I took off to my room.  As I passed Jim I said "Go to the living room and watch some TV" then I added, " NO PORN either".  As I skipped up the steps in my stilettos I found myself getting turned on.  This was just wrong.  All I wanted to go was give the kid a thrill.  Not turn myself on.  As I changed in my room, I decided to get into a more relaxed outfit.  I put on some ladies sports boxers, a sports bra and my long nighty shirt.  It goes to my knees.  I checked the mirror before I left and all looked well.  Downstairs I went to find no Jim in the living room.  The pops were there, the TV was on, but no Jim.  I looked to the bathroom door, then back to the back room.  The light was on.  I went to check and there was Jim, holding a pair of my thong underwear to his nose and one hand down his pants.

"So, you gonna take it out of your pants or cream in your undies?" I said softly.  Jim jumped, threw the thong and pulled his hand out of his pants so fast that I think he forgot to let go of his cock.  He bent over in what looked like pain.  "You okay Jim?" I asked.  "Listen, come to the living room, we need to talk right now."  'Give me a minute' Jim exclaimed. "NO, NOW" I demanded.  As Jim followed me into the living room my mind raced to figure out what to say to him.  I wasn't sure wha tto do.  All I know is that I had to fix this strange course of events.

I sat down on the couch and patted the seat next to me saying "sit here".  That's when I saw it.  I could tell that his cock must be huge in length.  I mean, I know he is young but it was no longer a bulge in his pants, it must have come out from under his undies and down his leg.  When he sat down, he couldn't even sit up straight.  He leaned back and placed his hands over himself to cover his obvious hard on.  "Oh, my" gasped.  "Sorry" Jim said, "I was, I.. I... was curious".

I didn't have any words for him.  In fact, I was so hot.  I mean, I was hot for this kid.  I gues it has been a long time.  What am I thinking, oh my goodness, this is stupid.  I want to see this kids cock and.... NO.  I have to stop.  I reached for the clicker and turned on the TV.  And of course, what channel do you think it was on.  Some chick is just riding some guy.  I was glued to that chick riding that cock.  She was moning and moning things like "ewww, yes, yes, fuck me, yes fuuuuck mmmeeee".  I just couldn't take it anymore, I looked at Jim.  He looked at me, dropped his eyes to my breasts.  My nipples were so hard and just itching for pleasure....  I was burning up.  For a kid, oh, man what was going on, I just can't do this.  I can't no, I just can't..................................................................................................................

 

Jim, do you want to touch them?  He was still staring at my nipples. Yes.  Then touch them. I reached down and picked up his hand and placed it on my left breast.  It was so hot, he was so gentle, he caressed my breast and rubbed over my nipple through my nightie and sports bra.  The sounds of the TV had taken me to another place.  

"Jim, this is your lucky night.  All you have to do is say no and I'll leave the room.  But if you want to find out what a woman wants, I'll show you" I breathed the words right into his eyes.  "Show me everything" he said quietly.

"Come with me" I got up from the couch, turned off the TV, led him all around the house shutting off the lights.  Then to the stairs where I told him to follow me up.  I know how to make my ass look good so after just a few steps, noticing he was looking down, I said "hey, my ass is up here, you may want to watch it work it's magic".  Jim looked up and a small grin appeared on his face.

I led him to my room, over to my bed and told him to stand in front of me and take off his shirt.  It only took a second for him to rip it off.  "slow down tiger, you don't need to go home till morning."  I heard a small hehe escape his lips.  "Now, the pants and remember to do it slowly" I figured that at his age he wouldn't last long so I didn't want him to disturb my enjoyment of watching his first come.  As his pants fell to the floor and he stepped out of them I realize that this was no ordinary kid.  "You have a monster in there don't you Jim?" I whispered to him.  "Now, kick your pants to the side and just watch me undress a bit for you.  And no touching the monster either."  I watched him take a big breath, then swallow as I removed my nightie.  I watched him almost tremble as I removed my bra.  "Now listen Jim, I don't want you to make a mess in your undies, and I don't want you to make a mess all over the carpet, so I need you to remove your undies carefully.  Do you think you can do it without exploding??"  I said in a very sexy tone.  "I don't know, I'll try."  "Okay" I said, "Now, if you think you can't hold back just make use the word 'yes' and I'll know you can't make it.  You see, I want your first come to be all over me.  Now are you ready to try?"  "Just a sec" as he took a number of deep breaths. 

Jim slid his undies down to his feet, kicked them to the side, looked at me and smiled knowing that he had done as I had asked.  His cock was very long, not very big around but very long.  In fact, it was over 11 inches.  I mean, it was almost as long in inches as he was in age.  This was going to be a very fun night.

"Sit on the the edge of the bed, lay back, and close your eyes" I ordered.  Jim did as I said, and quickly to boot.  I knew I didn't have much time and I wanted that come badly.  I bent over and inhaled his cock.  He jumped, it was so hot, so hard, so smooth.  I fell to my knees, his legs opened wider.  I used both hands, one caressing his balls, one stroking his cock and I sucked greedily.  I don't think he lasted 30 seconds.  His come was boiling in my mouth.  I swallowed once, twice, three times.  There was so much.  A fourth time I swallowed his come.  He was wailing with joy.  His body was so tense, then shaking, trembling, then tense again.  Then, just as he had jumped when I first inhaled his beautiful cock, he relaxed.  His cock began to soften.  I knew he needed a break but I needed that cock hard.  I needed to get off too.  I kept sucking, slurping, licking, and stroking.  And as if by magic, his cock came to life again.  Rock hard.  I looked at him, smiled and said: "I hope you don't mind but I need to fuck so bad and you have just what I need"

 Jim almost looked a bit scared but smiled and said: "I've jerked off so many times just watching you at night through your window that I can come 5 times."  So, I slowly crawled on top of him, I let him suck on my hard nipples and moved so that his hard cock was right on the entrance of my pussy.  "Jim, I want to watch your face, lay back"  As I slid down on his rock hard cock I watched exstacey roll through his eyes.  In one long push I impailed his entire cock.  Just as I hit bottom, he erupted again.  I could tell he was the longest cock I had ever had in me.  This young teen age boy with the big long dick has been the deepest.  Now he was shooting hot come all inside my pussy.  I didn't move.  I just watched him come in me.  He jerked and spasamed like I had never seen before.  All I could think about was could he keep it hard long enough for me.  I love to come but I need to get off 4 or 5 times.

 

.....  So, have you like my young adventure?  If so, vote it up.  I'd be happy to tell you the rest but right now I have to go take care of this pussy.  I'm soaked and I can't take any more.  I'll check back in a few weeks.  If I see enough interest, I'll finish the story.

 

that worked out nicely for a bunch of teenagers!

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.

 

 

 

 

 

 

 

 

 

der young breasts. Sara followed my gaze to her heaving tits, giggled then teased, “Well, are you going to take me home or are we going to make out here in the parking lot”? With a hand trembling from what I was about to do I placed it high up on her thigh, gave her a little squeeze and wink, “Okay baby, come on, lets get you home”!

Even as I turned put the car in gear and turned the car from home I couldn’t help but think, God I must have lost my mind! What the hell was I doing taking a fourteen year old runaway home with me? What if we got stopped by the cops? Would they believe me when I told, she had called me at 1:00 am and I just couldn’t leave her out, alone in the storm? Or maybe they would even come to my place looking for her? Wouldn’t that be great? Catch us both naked in my bed. Wonder if women’s prison is any better than men’s prison? Got what kind of hole did I dig myself into here!

Of course this was all my fault. Just over a month ago my little sister Tori came to visit. Naturally I was thrilled to have company. Since I had finished college and set up my own little art studio here in the city I was a bit lonely. When Tori asked, “Can I bring a friend”? Of course I said, “Hey the more the merrier”! I’m sure you have all guessed by now that friend was none other then little Sara Franks. Fourteen long flowing blond hair, sparkling blue eyes, already she sported long shapely legs a firm butt and a nicely developed pair of C cups. Sara wasn’t the least little bit shy either. The first words she ever said to me were, “Tori tells me you like to kiss girls, is that true”? I dumbly nodded my agreement as my eyes roamed the girls tender young body lustfully, she just smiled at me, “Cool, maybe we can try doing that while I’m here then”?

Back in the car Sara told of her harrowing trip to get to me. How she hitch-hiked across two states, how she traded some creepy old truck driver a hand job for a ride, all just to get back to my arms. Hearing that I felt this odd guilty sense of perverse pride, the girl was willing to do anything to lie in my bed. At the same time I wanted to pull her close, keep her safe, and make sure no more old guys ever laid a finger on my dear sweet precious angel!

If I had to pick one word to describe Sara that word would be “Tease”! The girl was very much aware of her own beauty and flaunted her sexuality. When she was here before, Sara would constantly run around my apartment wearing nothing but a pair of panties. She wasn’t just being comfortable, Sara knew damn well she was driving me crazy and took great delight in puffing out her chest to best display her newly grown breasts and say, “See anything you like Toni”?

It was on the forth day of their visit. We had spent the entire day at the beach. I spent the day admiring Sara’s figure and envying her French cut bikini. When we got home I called for pizzas, while we waited I opened a bottle of wine. Naturally Tori wanted her own glass. Then Sara had to try some too if Tori was. I never should have done it but I figured it was better if they learned about drinking if they were safe at my place rather than at some wild teen party. By the time the pizza arrived we all had a pretty good buzz going. By the time the pizza was finished Tori lay past out on the floor snoring softly. Sweet innocent little Sara turns towards me and asks, “Well…since were alone”. She gave a head nod to my comatose sister, “Why don’t you teach me how to do that kissing thing”? Now to be fair Sara did lean over and kiss me first. I really should have pushed her away but her mouth tasted just like bubblegum, the flavor of youth. I just couldn’t help myself, not then and surely not now!

My place is actuality an old converted warehouse. In front is my gallery, in back my studio. On the second floor I have my tiny apartment. All in all its nothing fancy and rather small, but its cheap and with a grant from the city to promote the arts I’m not as struggling as I could have been. I drove past it, turned up the ally and pulled up in back, “Sara you remember the way right? The doors open so why don’t you go inside. I have to lock the gate so I’ll join you in a moment”. After she unbuckled her seat-belt Sara spun quickly, kissed my right on the mouth, not shy at all about driving her tongue past my lips. I could have stayed in the car all night long just like that, but just as quickly my little nymph broke our kiss, grabbed her backpack, and as she exited she teased, “Well hurry up. I’m all wet with anticipation for my homecoming welcome”!

As I walked to the gate I realized the rain had finally stopped. It felt like all the bad old stuff had finally been washed away, leaving behind the promise for a bright new beginning. As I saw the light come on in my apartment behind me I thought the rain had washed a new beginning into my life too. Only that bright new beginning came with strings, complications and pitfalls I might never get out of!

As I pushed open the back door it squeaked reminding me of the first time I made love to my beautiful Sara. We had kissed on the couch for a good twenty minutes when my sleeping little sis snorted, startling us enough to make us hop apart. Together we watched as my sister rolled over, curled up and never once woke. I got up and threw a blanket over her. When I turned back to face Sara I found her standing, the expression on her face just screamed, take me somewhere where we can be alone!

Undressing Sara in my bedroom made me feel like I was unwrapping a shiny Christmas present, complete with bows in her hair. She just stood there at the foot of my bed meekly. I let my hands linger my fingers playfully danced over every inch of womanly flesh I exposed. Sara didn’t help me disrobe she remained standing, Once the bra and panties came off I was stunned to discover her eyes on my body a look of pure lustful hunger plastered on her face.

Closing the door behind me I walked into my studio expecting to be pounced on by my young lover. Only Sara wasn’t there. She did leave me a clue as to her whereabouts though, there in the middle of the floor lay her still dripping wet blouse. When I bent to retrieve it a saw just a few steps away her bra tossed away casually and hanging from an empty easel. At the bottom most stair leading up to my apartment I found her blue jeans. From there I looked up and way up at the very top, on the doorknob, I could just make out her panties dangling. The girl always did have flair for drama, and her trail of clothes was leading me right to my prize!

Sara had completely changed from that first time we laid together. Back then she was so shy, timid, and submissive. That first time she merely lay on top of my bed like a solder standing at attention. She didn’t move a muscle as I started to kiss her face, eyes nose ears and mouth. She did flinch as I nibbled my way down her shoulders finally taking half her right breast into my hungry mouth. Before moving on I gave her left tit the same treatment, kissing sucking lightly chewing on her nipple. It was only once I left her hills and kissed my way to her valley did she snap open her legs for me. I’ll never forget that moment as I first lay nestled between her thighs my face poised above her tender sex. Her musky aroma was heady her body trembled with excitement at what I was about to do. Her breasts rose and fell rapidly with her breathing, Already she squeezed her eye shut and bit on her lower lip. As I fit my mouth over her silky soft treasure, Sara\'s flavor exploded in my mouth! This was the essence of the goddess! Pure, sweet innocent, my first taste of virgin, I was hooked worse than any junky! I had to make her mine!

Opening the door to my apartment I added Sara’s panties to my growing collection of her discards. There in a straight line pointing the way to my bedroom I found her shoe, sock, another shoe and the final sock at the base of the open door. There was no doubt about it. My sweet love, my precious angel, my personal little slut lay waiting for me on what would become our bed!

Sara had changed from that first time together, that first time together took her and me by surprise. Her, because nothing in her limited experience had ever felt so wonderful. My surprise was in the way the girl nearly twisted my head off! I could tell Sara was very close by the way she humped her hips furiously in perfect counter rhythm to my actions. I plunged two fingers in her glorious puss. I wiggled another finger up her even tighter puckered back side. My tongue tip flew across her clitty. Then she clamped her thighs around my head and sat up screaming. “Oooo…Ahaaa…Oooo”! She flung herself back, twisted left then right; Sara tried to scramble away from her explosive orgasm. I just grabbed her legs and pulled her right back! She sat up again and pleaded, “Please… no more… I … I cant… take it…please…stop”! I lifted my head away from her still throbbing puss to look up and offer a tender smile. Sara struck like a snake grabbing my shoulders and turning me to lie on my back. Panting urgently before she lost her nerve she begged, “Let me do you. Please Toni? Let me make love to you”?

After that first night together Sara and I couldn’t keep our hands off each other. It was made all the hotter thanks to my little sis being around. We didn’t want her to know we had become lovers so that forced us to steal quick passionate kisses whenever she wasn’t looking. At bed time I would lay there praying hoping. Sure enough after my sis went to sleep Sara would appear at my door. Silently I would watch her undress the quietly slip under the covers with me. Our hands and mouths desperately roamed each others bodies. The day long desire to be with each other like this only served to work us up to a mad frenzy! Quickly we indulged in the mad rush to first orgasm, sweet release. Only then could we relax and spend the night exchanging tender kisses soft loving caresses and long playful love making.

Sara was right where I thought she’d be lying on what had become her side of the bed. She looked just like the angel I remembered. Her hair fanned out on her pillow perfectly framing her pretty face and of course her mischievous grin. She had kept her promise. On the last day when I dropped her and my sis off at the airport she had taken me into the ladies room. Together we hid ourselves away in a stall. I pressed Sara’s back to the door then pressed my body to hers one last time. Sara pressed a pair of her panties into my hand and before she dashed away to boarding she whispered, “Don’t worry Toni. I love you and I promise I’ll come back to you as soon as I can”!

So once again Sara lay in my bed. As I pulled my dress up over my head she pulled the sheet away. In the lamp light her young firm body glowed a golden color. Between her legs I could see the glistening wetness of her eager anticipation. As I pushed my own underwear down she sighed saying, “Oooo yummy”, then held out her arms for me to join her. As I lowered myself over my love my brown hair cascaded down curtaining both our faces, hiding our passion from the outside world. I kissed her quickly savoring her flavor, strawberry this time. I kissed her again letting my tongue dart in her hot little mouth. I lifted up on my hands, looked down both our bodies, marveling at how well we fit together. I looked back to her moist lips, inviting eager for more. This was my, ever so young lover, and she was right where she belonged in my bed! Now it was my turn to sigh contentedly and I paused before ravishing her, “Man I am so going to go to jail for this”! Sara threw her arms around my neck and pulled me to her. As our lips met again she whispered, “Don’t worry Toni. If they catch us I’ll simply tell them I raped you! Now shut up and make love to me”!