There is no need to read my other stories before this one, but there are others if you like what you read. Thanks to everyone who's posted a review on my other stories. As with all the stories, it's complete fiction.

My name is Adam and I have a kid sister Emily who's 13. She's blonde, about 5 feet tall and maybe 95 lbs. Very tiny. She's quite thin but starting to get some curves, particularly in her legs. Her chest is still pretty flat but she's also starting to get some tiny boobs. She has been getting really forward lately and seems to love flirting with me and driving me crazy.

The other night in fact, I was in bed half asleep when I noticed my bedroom door slowly open. There stood Emily in my door. I couldn't see her face because of the light behind her, but I could see that she was wearing a t-shirt and had her hair up in a pony tail. She had one hand on the door frame and the other on her hip and was peering into the room. I was enjoying the view of her legs which looked really long under her t-shirt. After a moment, she stepped into my room and shut the door behind her. I heard her soft footsteps as she crossed the room to my bed. She stopped at the edge of my bed and as my eyes started to adjust to the dark room I was able to see her smooth thighs right in front of me. I was about to ask her what she wanted when she answered by climbing onto the bed and lying next to me. Now, it has been a few years since Emily came to sleep in my room - usually during a storm or after watching a scary movie or something. I wasn't complaining of course.

I looked at the clock and it was just after 11:30. Our mom has been working the late shift (she's a waitress) and typically gets home at 1am or so. I was trying to decide if I should say something when Emily spoke. "I need covers," she said. I lifted up the comforter and she snuggled up to me, her back to my chest. She smelled amazing! She got some new bath stuff for Christmas and had taken a long bath tonight before bed. She was wiggling to get closer to me and her tush was right against my boxers (which is all I sleep in). I had my left arm around her waist but over the covers, with my right arm under the pillow. She lifted the covers and pulled my arm under and held it close to her so my hand was just under her chin. We lay like that for a little while and though I had a semi-hardon she didn't seem to notice (or mind). She kept her tush firmly pressed against my bulging boxers, occasionally wiggling it which only made me harder.

We lay like that for a little while and I was actually starting to drift off to sleep, despite the images running through my head. Then Emily rolled over and put her head on my shoulder. I lay back and pulled her close to me. Her hand was resting on my bare chest and her right leg was resting on top of mine. Her fingers were gently running over my chest in small circles as she snuggled closer. My eyes had adjusted completely now so I could see her hand moving slowly around my chest. I could see from how her head was that she was watching her hand move around as well. Her eyelashes would flit every now and then and she'd tilt her head as her hand moved lower over my stomach. She traced around over my stomach for a little while then moved her hand back up to my chest and shoulder. She lifted her head as she did this and I could see her lips were slightly parted and her eyes were completely focused on what she was doing. She shifted a bit and propped herself up on her elbow. She slipped her leg between mine and pulled herself closer. I was pretty sure I didn't feel any panties when she pressed herself against my thigh.

She started tracing large circles over my chest and stomach, each time getting lower and eventually tracing the top of my boxers. Each pass she would go slower and slower across my lower stomach until finally she paused with her fingers at the top of my boxers. She looked up at me at this point and she was so beautiful. Her big blue eyes stared right through me and she licked her lips slightly before biting the bottom lip. Then, without breaking eye contact, she moved her hand down over the big bulge in my boxers. The feeling was amazing and I closed my eyes for a moment. When I opened them again, she had turned her head back to watch what she was doing. She leaned across my chest and started rubbing up and down my hardon which was straining at my boxers. I started rubbing her shoulders and back as she continued to run her hand all over my boxers.

After another moment, she sat up slowly and while her eyes never left my boxers, she slowly lifted her right leg over me until she was straddling me. I looked down at her bare legs on either side of me, her t-shirt hanging down to my stomach. With her little hands on my chest she lowered herself until I could feel the heat of her (bare?) pussy so close to my cock. She hesitated there for what seemed like forever and it took all my will not to thrust my hips upward towards her. Then she very gently rested her (bare!?!) pussy against my boxers and softly rubbed up and down the length of my cock. She pressed a little harder with each pass until she was humping me and starting to breathe heavily. I ran my hands from her knees up her thighs and then under the bottom of her shirt.

I confirmed what I had thought might be true when I continued up to her bare hips. I held her hips tightly and started grinding in time with her. I took one hand and lifted her shirt so I could see her sweet little pussy as she continued grinding against me. She took the cue and pulled the hem of her shirt up and held it there as we continued grinding. Her eyes were closed and her head tilted back. Her lips were moist from licking them. I let my eyes slowly roam down from her face down to her exposed chest. The t-shirt still covered her nipples but I could see the very edge of her small breasts. She has a very flat tummy and while she was grinding against me her abs were tensing and releasing. She has a tiny bit of blonde hair above her young pussy and as she grinded I could see her mound move around my bulging cock. My boxers were getting wet from her young pussy and I felt that I was about to get them really wet with a huge load of cum.

I wanted this to last a bit longer though so I took her ass in my hands and pulled her up higher on my chest. I was able to reach around and lay my fingertips on her very hot and very wet pussy. "Don't go in" she said nervously. "Don't worry" I said softly. She wiggled up a little higher so I could reach better and I started stroking up and down along her young pussy. She bent over to give me even better access and that left her bare chest right above my face. I started to kiss her chest, trying to work my way past her shirt to her nipple. She lifted up and pulled the t-shirt off over her head and tossed it on the floor. She started to lower down again but I told her to stay sitting up so I could see her.

"But I don't have big boobs" she protested.

"You have beautiful boobs and a very sexy body Emily" I assured her. She smiled at this and leaned back while I continued to stroke her wet pussy. I was in heaven, my eyes drinking in Emily's sexy little body while squeezing her firm little tush and gently stroking her soft, hairless pussy. She had her hands on my chest and was pushing her hips back against my hands. I was putting more and more pressure against her young pussy with my fingers and was getting a little further each time. Still not "in" but getting closer all the time. Her breathing was getting heavier and until she bent down and rested on her elbows. This allowed me to slip one hand underneath her and push two fingers against her soaking pussy, while the other hand squeezed her ass and dictated the rhythm. Her new posture also meant that her nipples were now in reach of my eager mouth and I immediately began to kiss her chest and breasts. She moved so that one nipple was easy to reach and I started to flick it with my tongue and suck on it. It was hard when I started but got even harder as I sucked it into my mouth.

She was panting now. My fingers were soaked and rubbing the inner edge of her pussy now. Emily suddenly shifted down again, pressed her pussy against my boxers and started grinding like crazy. I cupped her little tush in my hands and humped in rhythm with her. She was moaning now and put her head beside mine and wriggled her arms under my shoulders while grinding harder and faster. I could feel her breath on my ear and hear her moans as she built towards climax. Softly at first but getting louder each time, she repeated "oh my god" over and over. I felt my own orgasm building but realized I was never going to catch her. "Oh my god, oh m' god, ohmygod, OHMYGOD." She pushed back against me at this last and trembled in my arms as she let loose. She lay there for a moment longer, her legs shaking still and her breath returning to normal.

After another moment she lifted her head and looked me in the eyes. Her face was beet red and shining with a little sweat. She bent down and gave me a soft kiss on the corner of my mouth and then rested her head on my shoulder.

"Emily, we're not quite finished." I said softly. She lifted her head again and looked at me quizically. "Well, you got to finish but I didn't get to finish." I explained.

"What do you want me to do?" she asked. I lifted her to one side and pulled my boxers down and off (they were quite wet from the fun Emily had just had). I started to lift her back on top of me when she hesitated. "I don't think I'm ready to have it in me. I haven't decided yet if I want to do that now."

"Don't worry" I said, "I just want you to rub up and down like you were before. But be careful cause I'm really hard and you're really wet." She looked down at my hard cock a moment and then slowly straddled me again. I held my cock flat against my stomach and she lowered her sweet, little pussy against it.

She started very tentatively at first, slowly stroking her pussy down to the base of my cock and then slowly back to the tip. After a few strokes she sat up so that she could keep my cock pressed against me while still grinding her pussy into it. This was perfect for me as I could watch her naked little body on top of mine. She was staring intently at her pussy and my cock, being very deliberate and careful to prevent any "slips" that would break her rule of no penetration. Her lips were slightly parted and she nervously bit her lower lip from time to time. She had her hands on the sides of my stomach so that her shoulders were pushed forward. This made her very tiny boobs look a little bit more full. She was leaning forward so she almost had cleavage. Her nipples were still hard and her flat stomach looked so sexy as she grinded back and forth.

I lowered my view to see her tiny, hairless pussy wrapped around the shaft of my cock. The tiny tuft of blonde hair just above was glistening with sweat and her own pussy juices. She drew her hips slowly back so my cock was entirely exposed - shining with moisture from her wet pussy. She pushed her hips down and forward and slowly rubbed herself along my cock until the head just about disappeared beneath her before slowly raising her hips up. As she lifted her hips up my cock followed her and she twirled her hips so that the head of my cock pressed not-so-gently against her wet little pussy. Then she lowered herself down again until her pussy was pressing against my balls. She repeated this motion a few times very slowly and deliberately. The sexiest part of the whole thing was watching her face as she intently studied every small step and methodically moved her pussy up and down my cock.

I felt my orgasm building and knew I had to come soon or I'd burst. I told her to lay down on her stomach and I took my turn straddling her. I pressed my cock against her sweet little tush and started thrusting it back and forth. I went slowly at first, just like she had done. Taking the head of my cock and guiding it between her ass cheeks and up as I pressed the shaft against her. I would then push the head of my cock against her pussy and then carefully let it slide up as I grinded against her. After a few long, slow strokes like this I could feel my orgasm building.

I started going faster and faster, thrusting my cock against her sweet little tush. After a few more thrusts I was getting faster and faster. Emily was tilting her ass up and I could hear her moaning as well. Then I noticed that she had her hand down between her legs and was stroking her little pussy as well. That was what set me off. The idea of my little sister fingering her tiny clit while I grinded my cock against her. I took one more long stroke and then I came all over her lower back and ass. Three long spurts of cum erupted from my swollen cock and onto her soft skin.

I rolled off of her and grabbed a nearby towel to wipe my cum off her back. I sat down on the bed beside her since my legs were still a little shaky. She stood up, still completely nude and stood in front of me. She's much shorter than I am so with me sitting she was basically my height. She pushed my knees apart and stepped between them. Emily looked down at my still semi-hard cock and then lifted her head to kiss me. This time she kissed me fully on the mouth and her tongue darted between my lips to find mine. We kissed like that for a moment, my little sister's naked body pressed against me while her tongue darted around inside my mouth. I cupped her little tush close to me and pulled her hard against me.

When the kiss broke off, she glanced at the clock on the nightstand and then back at me with a big frown (it was well past 12). She turned around and bent over to pick up her t-shirt (giving me one more good look at her sweet little tush) and then bounced out of the room. At the door she stopped and blew me a kiss before closing the door.