pa gone, Kylie decided it was time to talk to her mother.  About boys.  And things like that.

"Mom, when you were my age, did you do things with boys?"

"What kinds of things?"  was what Jeannie said.  What she thought was, "Oh, shit!  What's she doing?  She didn't hear dad and me last night, did she?  Oh, god, what if she's pregnant?"

"Oh, you know, kissing, touching their dicks, letting them touch you."

"Damn it, Kylie, have you been doing things like that?"  Jeannie was about to have a nervous breakdown.

"No, mom, not me!  God!  Britney was telling me about some things she was doing with one of the guys from school, so I got curious."

"Thank god.  Maybe you shouldn't spend any more time talking to Britney."  Jeannie was relieved, but still concerned.

"Oh come on, she's my best friend.  Besides,  you didn't answer my question.  Did you do things like that when you were my age?"

Jeannie suddenly felt guilty.  "Well, yeah, actually I did do some things like that when I was about your age.  I might have been 14 before I started doing any of it, but I was pretty young."

"How old were you when you got your cherry popped?"

Jeannie squirmed.  She should have been jumping all over Kylie for asking her something like that, but somehow she felt like she was on the defensive.  What had happened with her father the night before had to be a big part of it.  But she also really didn't feel like lying to Kylie was going to help, especially since Kylie would probably know it.

"All right, I was 15.  And, no, I'm not going to tell you anything more about it, except that it wasn't all that great.  It usually isn't the first time, so don't expect a bunch of fireworks to go off.  And don't get the idea that you have to do everything that Britney does, either."

"Don't worry, mom, I can make my own decisions.  But you know that means I might make the same decisions she does!"

"Yeah, I know.  Just be careful.  And if you have to do things, do them with somebody who won't just wind up using you for sex and hurting you."

Jeannie wasn't entirely happy with the way the conversation had gone, but she had to admit that it could have been a lot worse.  She at least felt like Kylie would be honest with her about what she was doing, and listen to whatever advice Jeannie gave her.

*****
That night at dinner, Kylie asked if Britney could come over the next day to see her "new" house.

Jeannie replied, "I've got to work tomorrow, remember?  And I think Britney's parents do, too, so I don't know how she'd get here."  Jeannie was also thinking, but not saying, that she wasn't sure she wanted Kylie spending the day alone with Britney after the conversation they'd had that morning.

"I'll be home most of the day, Jean."  George's work these days was mostly free-lance consulting, and he worked mainly from home.  "I could go pick Kylie's friend up and bring her over here, and I'd be here to make sure they didn't get into too much trouble."  He added the last with a grin at Kylie.

Kylie said, "Thanks, grandpa," grinning herself.  She was planning to see if she could get into some trouble.

"Well, if you're sure it won't be any trouble for you, dad."  Jeannie still wasn't sure it was a good idea, but didn't have a reasonable argument about why.

*****
All three headed for bed about 10:00.  George was getting undressed, just pulling down his pants, when Jeannie appeared in his bedroom through the bathroom door, absolutely naked.  She walked over to him, put her arms around him, and gave him a long, deep kiss.  Then she lowered herself in front of him, pulling his pants and boxers down the rest of the way.  Just before she took him into her mouth, she looked up at him and said, "This time I do want you to cum in my mouth!"

George had been completely unprepared for this.  He'd figured that what happened the night before was a one-time thing.  His dick hadn't yet started to rise when Jeannie took the entire thing into her mouth and began to suck it, at the same time cupping his balls in her hand, massaging them.

"Uuuuhhhh!  Shit, honey!" he grunted, as his cock began to harden and fill up his daughter's mouth.  He felt her lips circling the head, then plunging down until they reached the base of his shaft, the head of his cock wedged in the back of her throat.  The entire time her tongue swirled around his cock, licking up and down, flicking open his pee hole, sending shivers through his entire body.  Her fingers squeezed and released his balls rhythmically.  This wasn't going to take long at all.  George could already feel his balls starting to churn with cum.

"Oh, fuck, I'm going to shoot it down your throat, Jean!"  He twisted his fingers into Jeannie's hair, pulled her face to him, burying himself completely in her mouth.  His balls spasmed, his cum spurted out through his cock into Jeannie's mouth.  She swallowed furiously, and surprised George by being able to take every drop down her throat.  George's legs almost buckled as his body responded to his orgasm.

As Jeannie gulped down her father's cum, she tried to think of the last time she'd had a man cum in her mouth.  It had been a while, Jack had been more into straight fucking the last couple of years, hadn't really wanted to do anything oral.  Now she realized how much she'd missed it.  Now she needed to feel a mouth on her pussy.

"Dad," she gasped, "I really want you to eat me out!"  She couldn't believe she was saying that.  And George couldn't believe he was hearing it.

"I thought you'd never ask, honey."

George helped Jeannie up onto his bed, and immediately buried his face between her legs.  He began licking her pussy, long strokes of his tongue, moving the entire length of her slit, letting the tip of his tongue dip in between her lips.  The first taste and smell of his daughter's pussy left him helpless, unable to think or reason, now simply reacting to the situation.

Jeannie lay back on the bed, closed her eyes, and began to moan as her father's tongue violated her pussy and she felt her juices begin to flow.  Again, she was living out one of the fantasies of her teenage years, when she'd imagined what it would be like to have her father eat her pussy.  Fantasies could still be a part of her life, she found, as in her mind she imagined herself at 14 again, having just seen her father's cock for the first time.  Her fantasy carried her away.

"God, daddy, yes, lick me.  It feels so good!"

George lapped the juice out of Jeannie's pussy, driven on by the sound of her talking dirty to him.  He felt her body respond, her hips moving against his mouth, her belly heaving.  Jeannie's breathing turned to shallow gasps.  Her hands gripped George's head, pulled his face tighter against her cunt.  His mouth moved up, his lips fastened on her clit and sucked it in.

Jeannie had been close to an orgasm anyway, and when her father sucked on her clit it pushed her over the edge.  Her backed arched up off the bed, slammed back down.  Her shoulders jerked up, her eyes wide, as she felt her pussy spasm.

"Daddy... cumming...yesssss!  Ohhhh, ohhhh!!!"  Her father was still sucking on her clit as the orgasm shook Jeannie's body.  Finally she pushed him away, moaning, "Stop!  Please!"

After she recuperated from her orgasm for a couple of minutes, Jeannie, said, apologetically, "I really need to get some sleep, so I can get work in the morning.  Is that okay?"

"Sure, honey, that blow job was plenty for me tonight anyway!  Besides, now I know you'll be back!"

*****
On Monday morning, after Jeannie headed for work, George relaxed with his coffee and a doughnut.  He'd promised to take Kylie over to see her friend Britney, but that would be later in the morning.  Now he had some time to think about what had happened over the weekend.  He knew he should feel guilty, dirty, about having fucked his own daughter, but he didn't.  She was an adult, she'd wanted it as much as he had; in fact, she'd started it.  And she clearly didn't have any remorse over it.  No, there was no guilt there, only a pleasant feeling at finally being able to get laid.

Kylie finally dragged herself out of bed about the time George finished his coffee and pranced into the kitchen with a breezy, "Morning, Grampa!  When can we go pick up Britney?"

"Whenever you're ready."  Kylie was wearing her usual tank top and jeans, and George idly thought, "She's going to be driving the boys crazy pretty soon.  If she's not already."  He realized that he had no idea when kids these days started doing...  well, pretty much anything.  He might need some time to actually get to know his granddaughter and figure out where she was on the maturity scale.

"Okay, let's go!  I've got a lot to talk to her about so I want to get her over here."  Kylie was clearly excited that her friend would be coming over.

On the way over to Britney's house, George and Kylie actually talked for the first time in ages.  George found out what Kylie thought about his house (pretty cool), school in general (mostly lame), having to go to a new school after the move (a hassle, but she'd get used to it), and her mother (not bad, for a mom).  There was no talk about boys, which suited George just fine, since he figured he'd probably be too embarrassed to talk to Kylie about anything like that.

Kylie, meanwhile, found out that her grampa was really happy to have her, and her mom, living with him, and that he actually listened to some of the same music she did.  Kylie was into things like alternative rock instead of the bubble-gum pop girls her age usually liked, and George's taste in music had always been pretty wide-ranging.  They agreed to compare their music lists and see about trading tracks for their MP3 players.

George did a double-take the first time he saw Britney.  He knew, of course, that 13-year-old girls didn't dress the way they did when he was that age, but he wasn't quite expecting what he saw.  First of all, the girl was absolutely gorgeous, with a heart-shaped face, full mouth with just a hint of a pouty lower lip, straight nose with light freckles, long light brown hair with reddish highlights.  She had a typical 13-year-old body, mostly flat and straight, although her breasts were definitely developing.  What was on the body, though, was something else.  Like Kylie, she was wearing a tank top and jeans, but comparing their outfits would be like saying a house cat and a black panther are both felines.  Britney's tank top was skin tight, and ended at about the bottom of her rib cage.  It left no doubt that she wasn't wearing a bra.  And her jeans were cut so low on her hips that when Britney turned away to close the door behind her, George could see the curve of her ass cheeks above them.  The little girl's belly was completely exposed.  No, they definitely didn't dress like that when he was that age.

When they got back to the house, Kylie and Britney disappeared into Kylie's room.  George told them to let him know when they wanted some lunch.  He headed for his computer.  To do some work.  Even though he would have rather called up a little porn after looking at Britney in her "little-girl slut" outfit.  That wouldn't be a good idea with both girls in the house, though.

*****
As soon as the girls were in Kylie's room by themselves, and plopped down on the bed.  Britney said, "Your grandfather's hot!"

"What?!"  Kylie was shocked.

"He's hot.  And I was talking to my cousin Lisa, she's like 18 and she's done sex with guys and stuff.  And she said that older guys are better because they've got more experience and know what's good for a girl.  And she said their dicks are bigger than guys our age, too."

"God, Britney, you are so sick!"

"Oh, come on, like you never think about things like that!  Have you ever seen his dick?"

"Brit, he's my grampa!  It's not even right to think about that.  Besides, shut up, I've got something to tell you."

"All right, go ahead, brat."

"After you told about what you did with Derek, I was... all horny."  Kylie didn't usually talk that way, but she didn't know how else to explain it.  "And I took off my clothes, and I played with myself!"

"Wow, Ky, what did you do?"

"I did all the stuff to myself that you said Derek did to you.  I played with my boobs, and I rubbed myself... down there.  And then I put my finger in... and then another finger.  And I found something."

"What, that you're actually a girl after all?"

"Oh, stop it!  No, I hit something with my finger, and it felt like...  I can't even explain it, it was like incredible.  And I kept touching it and it got better and better until it was like it was so good I couldn't even stand it any more."

"That doesn't even make sense."

"I know.  I just have to show you.  Pull down your pants."

"Oh, now you think you're a lezzie or something?"

"No, silly!  I'm not going to touch you.  Oh, here, I'll show you!"  Kylie unfastened her jeans and pulled them down, along with her panties, to around her ankles, and spread her knees apart.  She moved her hand between her legs and pointed with her finger, so Britney could see.  "It's right here, at the top of your... pussy."  Kylie was still trying to get used to talking like that.  "Now pull your pants down and touch yours."

"Okay, if it'll shut you up!"  Britney undid her jeans, and pulled them down the way. Kylie had.  Britney reach between her legs, run her finger along her slit.  She could feel the heat starting to rise inside her.

"A little higher," Kylie instructed her.  Britney moved her finger up, let it slip just inside the lips of her pussy.  Then she felt it.

"Oh my fucking god!"  The shock that went through her body when her finger hit her clit was like nothing she'd ever experienced.  Derek hadn't done anything like this to her.  She could feel it through her entire body.  Her eyes were wide as she looked over at Kylie.

"Yeah, that's it."  Kylie was giggling.  "And it gets better.  Let's both do it.  But don't make too much noise, we don't want Grampa to walk in on us."

Britney bit her tongue.  What she wanted to say was, "Maybe you don't want him to walk in on us!"

The two girls lay back on the bed and started masturbating together.  For once, Kylie had more experience than Britney, and could give her pointers.

"If you put two fingers in instead of one, it fills you up more.  And you can get them in farther.  And then you can use your thumb on the little thing at the top."  Neither one of them really knew what the clit was called yet.

Kylie knew what to expect, and relaxed as her breathing got deeper.  She could feel her juices flowing in her pussy, and her muscles pulsing around her fingers.  Her clit was hard and throbbing.

For Britney, this was new.  She'd had Derek's finger in her, but, as she realized now, he hadn't really known what he was doing.  He'd only had one finger in her, and had never touched the little bud at the top of her slit.  Her cousin Lisa was probably right - older guys would know what to better than guys her age.

Those thoughts vanished from Britney's mind, along with everything else, as her body responded to the touch of her fingers, and the feelings surging through her body made everything else irrelevant.  As her fingers drove into her pussy, her juices coated them, her pussy gripped them.  Every time she touched the bud at the top of her pussy, a small shock coursed through her.  She was breathing heavily, and moaning, biting her lower lip to keep from crying out.  And then she was hit by the full force of a sexual climax.

Britney's pussy spasmed wildly, pulsing around her fingers.  The muscles in her lower belly clenched tightly, bringing her head and shoulders up off the bed.  Her body shook, and her mind, unable to take it all in, simply gave up and went blank.  She gasped for breath, opened her eyes wide, and looked over at Kylie, who was shaking on the bed and moaning softly.

"Oh... fuck... fuck... aaaahhhh!"  As the final convulsions of her first orgasm wracked Britney's body, she flopped back onto the bed trying to catch her breath.  She realized her fingers were still inside herself, and she slowly drew them out, the feeling almost painful because of her sudden sensitivity.

She heard Kylie's voice, seeming faint and far away.  "Did it happen to you?"

"Yeah, god, that was incredible!"

"See, I told you."  Kylie's voice was coming into focus now.  "Lick your fingers, it tastes really good!"

Britney lifter her hand to her mouth, sniffed, then slowly licked her fingers.  Kylie was right again.  It did taste good.  She might have to find out more about that.

*****
The girls rested for a few minutes, then pulled their pants back up and put themselves back together.  They spent the next couple of hours alternately surfing the web, talking about boys, and discussing how it felt when they played with themselves.

Britney now definitely wanted to find out what it was like to do something with an older guy.  It was so much better when she played with herself than when Derek did it that she wanted to know if an older guy could do it as well as she did, or if it would be just like with somebody her own age.  She wasn't about to say anything more to Kylie, though, because she was beginning to develop a plan.

Eventually, Kylie went to the bathroom.  While she was gone, Britney checked out Kylie's address book on the computer.  Sure enough, there was an entry for "Grandpa."  Britney wrote down the email address for future reference.

*****
George finished up the work he needed to do, then relaxed and worked on catching up on his reading while he waited for the girls to decide they needed lunch.  About 12:30 the girls appeared from Kylie's room and announced they were ready to eat lunch and go the mall for some shopping.

"Hope you've got some money, then!"  George grinned wickedly.

"Grampa!"  Kylie could whine as well as any 13-year-old girl when she decided she needed to.

"Just kidding!  Don't hit me!  But don't expect to spend a fortune, I'm not a rich man, you know."

They stopped for pizza on the way to the mall, then spend about three hours shopping, which was about two and a half hours more than optimum for George.  He took it well, though, partly because he hadn't had to do anything like that for years, partly because it was the first chance he'd had in a long time to spend so much time with his granddaughter, and partly (he had to admit it) because he was enjoying being around Britney.  He'd never really thought of himself as a dirty old man, but maybe he'd have to reconsider.  The girl was definitely hot.  And seemed to know it.  And a few times during the day, he got the impression she was flirting with him.  He'd have brushed it off as an old man's fantasy, except that one of the times Kylie gave Britney a really disgusted look.  He didn't think Britney caught it, but it was almost like Kylie saw what Britney was doing and didn't like it.  Not that it made any difference, even if she was flirting with him, nothing was ever going to come of it.

The girls each bought a few things, nothing extravagant, and Kylie asked if Britney could stay for dinner so both girls could show Kylie's mother what they'd bought.  That was fine with George, and he checked with Britney's mother to make sure she didn't have any objections.

George fixed dinner so it was ready when Jeannie got home from work.  After they ate, Jeannie drove Britney back home.  George watched some TV, with Jeannie and Kylie joining him when they got back. 

At one point, when Kylie was out of the room, Jeannie said, "Rough day at work today, Dad.  I'd just like to get some sleep tonight, if that's okay.  I can make a visit to your room tomorrow night."

"Sure, honey.  That's up to you.  I'll be ready any time you are."  George grinned.  He still couldn't quite believe what was happening with his daughter, but he wasn't about to look a gift horse in the mouth.

"Oh, I'll be ready a lot!"  Jeannie was getting to live out one of her fantasies with her father, and was going to keep doing it as long as she could.

*****
George headed for his bedroom about 10:30 and fired up the computer.  He didn't need to worry about watching porn before he went to sleep anymore, since he was actually getting the real thing, he just wanted to check his email.  When he opened it up, there was a message with the subject "c u" from an email address he didn't recognize.  He opened the email.

{Want 2 c u bad email back. b}

"What the fuck?"  George was at a loss.  Who the hell was that?  Then it hit him.  It had to be Britney.  Maybe she really had been flirting with him.  And maybe she wanted to do more than just flirt.  And maybe he should get his ass as far away from this situation as possible as fast as he could.

He looked at the time on the email.  Just a few minutes ago.  Against his better judgment, he hit <Reply> and typed in a message.

{Why did you send me that?}

He hit <Send>.  The reply seemed to take only seconds.

{Do u have im?}

{Yes.}  He added his instant messaging address.  Hit <Send>.  Cursed himself for being an idiot.  And waited to see what would happen.  He was already signed on to his IM service.  He always did out of habit, even though he almost never used it anymore.

The message came quickly.

{Want u}  Suddenly a webcam image appeared on his screen.  There was Britney sitting at the computer, wearing a T-shirt and not much else.  What kind of parent let a 13-year-old girl have a webcam?  Probably the same kind that let her go out dressed the way she'd been today.

Britney smiled, then stood up.  George could see that all she had on besides the T-shirt was a pair of panties.  Probably what she wore to bed.  Britney slowly raised the hem of the T-shirt.  George's mind told him to shut down his IM service, but his body refused to obey.  He couldn't take his eyes off the screen as the little girl pulled the T-shirt off, showing him her small, perfect breasts.  She ran her fingers over them lightly, then licked her lips.  George could feel his cock starting to stiffen in his boxers.  Britney smiled again, then bent down and slipped out of her panties, dropping them on the floor.  George could see the downy hair between her legs, the outline of her pussy.  Britney sat down again, completely naked, and typed.

{b hr 2morrow 10 mom wll b at work}  The webcam image disappeared, the IM screen showed she had gone offline.  George shut down his computer and went to bed, shaking.

*****
Britney trembled with anticipation.  She was sure Kylie's grandfather thought she was hot, she'd seen the way he looked at her today, and the way he'd reacted when she'd flirted with him.  Kylie had given her a dirty look one time, and Britney had been afraid she was going to say something and blow it all for her, but Kylie had kept it to just the look.  Britney was pretty sure that the look she'd given the old man over her webcam was enough so that he'd show up in the morning.  She sure hoped so.

*****
The next morning George had to force himself to act calm as he drank his morning coffee at the kitchen table with Jeannie and Kylie.  He wasn't sure what he was going to do when 10:00 approached.  He was afraid to think about it.

As Jeannie prepared to leave for work, George said, "Hey, Jean, I have to go out to see a client this morning.  Kylie's old enough to stay by herself for a while, isn't she?"

"God, of course I am, Grampa!"  Kylie sounded exasperated.

Jeannie laughed at her daughter.  "Yes, Dad, she can stay by herself.  Just make sure you lock up anything dangerous!"

With that, Jeannie headed off to work, and George started doing some actual work on his computer to occupy his time until just before 10:00.  Kylie disappeared into her bedroom.

At about a quarter to 10, George knocked on the door of Kylie's room and said, "I'm heading out, kiddo, I'll see you later."

"Okay, Grampa, see you when you get back."

George headed out to his car and started the drive to Britney's house, almost shaking with anticipation.  He wasn't sure what his granddaughter's friend wanted from him, but he was definitely sure of what he was hoping to get from her.

By the time George reached Britney's house he was so charged up that he practically ran from the car to the front door.  He knocked, had to wait only a few seconds before the door opened.  She must have been waiting for him.  Britney was dressed the way she had been on the webcam the night before, T-shirt and panties.

"I wasn't sure if you'd come," she said, smiling nervously.

"What, you thought I wouldn't want to see more of that?"  George chuckled.  "Speaking of which, let's see more of that!"

"You first.  I haven't seen you without anything on yet."  Britney surprised herself by being so aggressive.

"Okay, but first you've gotta answer a question for me.  Why did you want me to come over here?"

"Uh, well, my cousin told me that older guys are better to do things with.  That they do things better than guys our age."

"What kinds of things?  What have you done with guys so far?"

"Well..."  Britney decided to tell him.  "I held a guy's dick in my hand and played with it, and I let him put his finger in me.  Oh, and I kissed him."  She giggled.

"That's it, huh?  Have you ever had an orgasm?"

"Uh, is that where you feel funny and kinda shake all over?"

George chuckled again.  "That's it.  I guess you must have had one, then."

"Yeah, but not with a boy.  I... uh I did that to myself...  Kylie showed me how."

"I see."  George was thinking to himself that his granddaughter might not be quite as innocent as she put on.

"So, do you not want me because I haven't really done anything?"  Britney was afraid that he might think she wouldn't be good enough.

"Don't worry about that, by the time we're finished you'll have done plenty.  Are you ready for that look now?"  George was trying to keep from looking too eager, or too excited.

"Yeah, I want to see you naked!"  Again, Britney was shocked at how forward she was.  She licked her lips as she waited for him to undress.

"Okay, but let's go into your bedroom first."

Britney giggled as she led George down the hall to her room.  She was a little embarrassed when he looked around at the girlie things and the posters on her walls, but he didn't say anything.  He just started undressing.  Britney realized she was holding her breath as she watched, and began breathing, heavily.  When George finally slipped off his boxers, she stared at his dick.  It was hard.  And it was a lot bigger than Derek's, both longer and thicker.  Britney licked her lips again as she thought about what it would feel like to touch it the way she had Derek's.  And maybe even do other things with it.

As George stood naked in front of the little girl, he realized how long it had been since he'd been with anyone even remotely this young.  And that he'd better take advantage of it, because he'd probably never get another chance like this.

"Okay, Britney, your turn.  Take it off, like you did last night."

Britney took in a large breath, and held it as she lifted the T-shirt over her head.  She'd never been naked with a guy before.  When she was with Derek they hadn't taken off their clothes.  And the night before, when she was naked, Kylie's grandpa could see her, but he wasn't there.  And she couldn't see him.  Now he was in the room with her, and naked himself.  But as she tossed her T-shirt onto the floor and began pulling down her panties, she realized she didn't care.  She wanted him to be there with her, and she wanted to be naked.  And she was.  And she looked at him and saw him staring at her with a wicked grin on his face.

George pulled Britney against him and pressed his lips against hers.  His tongue snaked out into her mouth and began searching it.  Britney rolled her tongue against his, reached in between them and wrapped her fingers around his dick and began stroking it the way she had Derek's.  She felt his hands running over her breasts, and down along her sides and belly.  Britney's cousin Lisa had been right about older guys; she could tell already that this was going to be a lot better than what she'd done with Derek.  Kylie's grandpa was stronger, knew exactly what he was doing, but was gentler at the same time.  Britney closed her eyes and felt his hands roam over her body as she stroked his dick.

George's cock was hard as a rock and ready for some action, and Britney's hand was going to bring him off before long if this kept up.  He wasn't sure what Britney wanted, but he knew that he didn't want to just shoot his load all over her.

"Have you ever had anybody lick you?"

"Uh, no.  Lick me where?"  Britney wasn't sure what he was talking about, but she thought it sounded a little weird and maybe yucky.

"All over."  Kylie's grandpa gave her that smile again, then added, "Let's try it.  If you don't like it, tell me and I'll stop."

"Okay.  Uh, what's your name?"  This time Britney smiled.  "If we're doing things like this I can't call you 'Kylie's grandpa.'"

"It's George.  Just don't call me that unless we're doing things like this, okay."

"Yeah.  George."

George suddenly put his hands on Britney's waist, picked her up, and tossed her onto the bed on her back.  She giggled, then watched him walk over to the bed and hover over her, looking at her body, before he bent over, dropping his head to her chest, and began licking her left breast.  When he started licking it tickled, and Britney giggled again.  Within seconds, though, the giggles turned to low moans, as she felt his tongue glide around the base of her breast, then move up, flicking over her nipple, before  moving to her other breast and repeating the motions.  The feeling of his tongue on her skin was sending shivers through her, and her breath was becoming short.  When George's mouth reached her right nipple, instead of merely swirling his tongue around it, he drew the nipple into his mouth and sucked it.

"Uh!  Wow!"  A jolt shot through Britney's body as she felt the tug of George's lips on her nipple.  She couldn't believe she was afraid this would be yucky and she wouldn't like it.  She didn't want him to stop.

George hadn't had this much fun in years.  He'd always enjoyed showing women new things, and the taste and smell of Britney's body were putting an incredible charge into him.  It was just as good as fucking his own daughter.  As that realization hit him another thought raced through his head - has Jeannie ever been with another woman?  Would she be interested in a three-way?  Those thoughts only lasted for seconds, though, as he had other things to occupy his attention.

Britney was a little disappointed when George's mouth moved away from her breasts, but that didn't last long when she felt his lips and tongue glide down the middle of her belly, licking, his teeth nipping lightly at her skin.  His tongue swirled around her belly button, licking inside the little hollow, then moved lower, to where downy hair covered her skin.  George put his hands on Britney's inner thighs and spread them apart, opening her pussy, then moved his face in between her legs.  She felt his breath, hot against the lips of her pussy.

"Uh!   Mmmmm."  Britney moaned and purred as she felt George's mouth close on her pussy, his tongue spreading her lips and poking inside her.  It felt different than having Derek's finger, or hers, inside her.  The tongue was softer, wetter.  Britney felt the juices start to run through her pussy.

Maybe it was just because the girl was so young and innocent, but George thought Britney's pussy was the sweetest he'd ever tasted.  As he ran his tongue up and down along her slit, he knew he was going to have to fuck her soon or he'd go crazy.  But he wanted to make sure he made her cum first.

Britney leaned back, closed her eyes, and let the feeling of George's tongue on her pussy carry her away.  Up and down her slit, flicking in and out between her lips.  Then it charged upward, hit the bud that sat at the top of her slit.

"Ahhh!  God, yes!"  It was like the first time she'd touched it herself, but different somehow, more intense.  Maybe because it was a tongue instead of a finger.  Maybe just that it was someone else doing it.

Licking the little girl's clit got the reaction that George was looking for.  Now he attacked it with his tongue, lashing it.  He flicked his tongue against her clit over and over, fast and quick, and felt her body respond.

Britney began to gasp as George's tongue worked over her bud.  She reached down and gripped his hair with her hands, pulling his face tightly against her pussy.  She was beginning to feel like she had when she'd played with herself while Kylie had showed where to touch herself.  Then George's mouth closed over her bud, sucking on it, and the climax hit Britney.

"Oh god!  Yes!  Uh... uh... uh...  Aaaahhh!"  The spasms started in Britney's pussy, then tore through her entire body.  The muscles in her lower belly clenched.  Her shoulders shot up off the bed.  Her thighs clamped together around Georges' head.  She twitched, once, then again, and again.  Finally, she collapsed back onto the bed, mewling like an animal.  As good as her first orgasm had been when she'd played with herself along with Kylie, this was better.  Much better.

George pulled himself up, hovered over Britney's still-quivering body.

"Do you want more?"  He certainly hoped so.  If he had to quit here, he'd lose his mind for sure.

"Yes!   God, yes!  I want you to do it to me!"  Britney's eyes were wide, her breath still coming in gasps.

"You want me to do what to you?"  George was in a playful mood, teasing.

"You know what!"

"Maybe I don't.  Or maybe I just want you to say it.  Tell me what you want me to do!"

"I want you to..."  In spite of what she'd been doing lately, talking dirty was still something Britney had trouble with.

"To what?  Come on, baby, say it!"

"FUCK ME!"  Britney forced it out, almost a scream.  That was all George needed.

George pressed the tip of his cock against her pussy lips, then forced just the head inside her virgin hole.  He groaned as he felt the lips of her pussy grip his cockhead tightly.  She was as tight as anyone he'd ever had, and he suddenly worried if he'd even fit inside the thirteen-year-old.

Britney groaned and moaned as she felt the head of George's cock enter her.  She was breathing in gasps now.  This was a lot bigger than anything she'd ever had inside her.  But she didn't care.  She had to know what it was like.

"You ready for this?"  George wanted to make sure the little girl really wanted it.  He wasn't about to force anyone into sex.

"Yes, do it to me.  Fuck me!"  With that, George drove himself into Britney's pussy in one vicious stroke.  His cock felt like it was being held in a vise, her pussy was so tight.

"GOD!!!!"  Britney sucked in a huge breath, then felt it explode out of her as she felt George's cock rip her open.  The walls of her pussy were forced apart, violently, and she felt pain knife through her as her hymen was shredded.  "Ohhhh, that really hurts!"

It had been a long time, but George was no stranger to virgins.  "Hold still, try to relax and see if the pain will ease up.  I don't want to hurt you."  As George looked down at Britney's face, he saw tears leaking from the corners of her eyes.  "Do you want to stop and not do this?"

"No!  You have to ... fuck me!"  Britney had gone too far to stop now.  And George could no longer wait.  He saw Britney's face begin to relax, felt her pussy pulsing around his cock, and he began to fuck her.  Long, slow strokes at first, getting her used to having a cock inside her, then, as he felt her start to respond, shorter, quicker, more violent thrusts, the kind intended to bring a woman to a screaming orgasm.

Britney felt her pussy begin to relax around George's dick as he moved it in an out of her.  She was filled with new experiences.  The way her belly felt filled up by George's cock.  The sensation of her pussy opening to take his cock in, then shrinking back again as he pulled back out of her.  Her entire body vibrating as his cock drove all the way into her, and his pelvis crushed against the bud that gave her so much pleasure.  She stared into his eyes, her breath deepening with each stroke of his cock up the entire length of her pussy.  Britney slowly realized that she wasn't a virgin any more.  That she would never again feel the exquisite pain of having her cherry popped.  And somewhere in the back of her mind, she realized that there would be many more pleasures, some mixed with equal amounts of pain, to take the place of this one.

Britney felt the spasms overcoming her again.  Her pussy squeezed George's cock, while her legs locked together around his hips, trapping him inside her.  Her fingers dug into the flesh of his shoulders.  Her belly and chest pushed hard against his, needing to feel as much of his body against her as she could.

"GOD!!!  FUCK!!!  YES!!!  Ahhh, ahhh, ahhh!!!"  Britney's body convulsed against George's as the orgasm shook her.  If he hadn't held her tightly, she'd have been thrashing all over the bed.  And the pulsing of Britney's pussy around his cock was all George needed to send him over the edge.  He felt his balls tighten, then twitch, and stream after stream of cum shot out into Britney's unprotected pussy.

Britney's orgasm intensified as she felt George's cum flood her pussy.  Since her pussy was already filled with his cock, his semen squeezed around his cock, some oozing out past her pussy lips onto the bed.  Still more forced its way through her cervix and into her womb.  Britney was completely filled now, by George's cock and his cum, and she couldn't think of anything that could be better.  She looked up at George, who was still staring at her face.

"Did I do okay?"  She was still afraid she might not be good enough.

"God, baby, you were great!  I've never had anything better.  Did it feel good to you?"

"God, yes!  I want your dick in me all the time!"

*****