Pretty much as long as Kelly could remember, her nipples had always been very sensitive. She remembers, years before she had entered puberty, laying in bed and squeezing them, wondering what it was like to nurse a baby, what it was like to have grown-up breasts and to have milk come out of her nipples. As she looks back on it now, she realizes that it must have felt good to her to be squeezing her nipples like that, but at the time there really wasn't anything sexual about it.

As she got older, like around fifth grade, it started to make her feel weird to think about nursing and babies and milk and all that. She still liked to play with her nipples, they were even more sensitive now and she liked squeezing them even more, but now she realized that there was something sexual about it, that it made her feel good, like, in a sexual way. So even though sometimes when she was squeezing her nipples, she still imagined that she was nursing a baby, her baby, that made her feel kinda weird so she tended to think about guys instead. Sometimes she would fantasize that it was some guy at school, whoever she had a crush on right then, and sometimes she would fantasize that she was a grown-up with grown-up breasts and a husband or a boyfriend or whatever and he would suck on her nipples. And sometimes, when she was feeling really dirty, she would imagine that it was some guy she just met, at the beach or in a store or something, usually an older guy, and she would let him take her top off and he would suck on her nipples. While she was fantasizing, she would squeeze them really hard, she would lick her thumb and her fingers and then take her whole areola between them and imagine that it was his mouth, that he had her whole nipple in his mouth, and then she would pinch her nub, stiff now, squeeze it and roll it between her fingers and imagine him sucking her like that. It felt so good, it felt so incredibly good!

Around the same time, she started exploring her vagina, stretching her lips open and putting her finger in as far as it would go, which wasn't very far. She tried to imagine what it was like to have a penis in there and she couldn't believe that one could fit. She had seen some, when she was looking on the internet with her friend Stacy, and they'd both agreed that there was just no way that something that big could ever fit inside them. But she liked to fantasize about it, she'd rub her clitoris and imagine what it would be like to have a big penis inside her, and what it would be like to have a guy ejaculate inside her. Even though it made her feel totally dirty, thinking about having a guy ejaculate inside her, it made her feel so good, it made her whole body feel totally hot and she'd start shaking and everything. Even then, she knew she totally wanted to have sex.

When she was in sixth grade, her friends and her started having boyfriends and stuff. But boys her age were totally intimidated by girls and she couldn't even imagine one of them ever having sex with her. Some of the braver ones would feel her up and stuff like that, not that she had much to feel but they enjoyed it anyway. But even then, she was always the more aggressive one, putting her hand down their pants and feeling their stiff little boners--nothing like the grown-up penises she and Stacy had seen online, but still very exciting.

By the end of the school year, she and her friends had got a bit of a reputation. The boys all knew that if they wanted to cop a feel, these girls were the way to go. Kelly loved it. Half the guys that they hung out with had put their hands up her shirt at one point or another, and most of them had had their hands down her pants, too, although some of them she actually had to take their hand and put it down there or they'd never have the nerve to do it.

One of the things about having a "reputation" was that they started attracting the attention of older guys in school. For Kelly, this was one guy in particular, John, an eighth grader who was kinda cute and popular. She pretty much knew why he was hanging out with her, but she was OK with that. One day after school they went over to his house and his parents were at work so they went up to his bedroom and started making out. He wasn't like the guys her age, he was totally aggressive and he had his hand down her pants like only two minutes after they started making out. She put her hand down his pants, too, and she realized that his penis was way bigger than the guys her age, and that made her feel excited and kind of intimidated.

Even though she had convinced herself, many times, that she wanted to have sex, she was nonetheless totally freaked out when John started pulling her pants off. All the "heavy petting" she'd done with boys her age, they'd never actually taken off any clothes. But now here she was, he was grabbing the waistband of her panties and pulling them off, and all the sudden she was bottomless, naked from the waist down. She felt embarrassed; she put her hands down to hide her girlhood from him and that made her feel stupid, like a kid, and she didn't want to be like a kid, she wanted to be like a grown-up woman and have sex, didn't she? A second later he had his pants off, too, and she saw his penis--big and erect and intimidating, just like the penises she'd see on the internet. But she didn't have much time to think about it because he climbed right on top of her and started kissing her.

He obviously wanted to have sex with her, this is what he was trying to do, but it was also obvious that he didn't know what he was doing--he was just fumbling down between her legs and Kelly realized that he must be a virgin. This made her feel kinda excited, like, because she was going to be his first time, too! And even though she was still pretty freaked out by all this, she found herself almost unconsciously helping him--opening her vagina lips, like she does when she masturbates, and helping his penis find the right spot. Once he was there, he pretty much took over, pushing into her really hard. He had no notion of being gentle, obviously he just wanted to get his penis in her as quick as he could, and her vagina was still completely dry, she didn't know anything about it at the time, but her vagina wasn't even close to being ready to have a penis in her. So as he forced his way into her, it hurt her incredibly, both from her hymen rupturing and from the abrasion of his penis against her dry skin, and she let out a scream and shoved him away from her. He jumped off of her and stood up and she noticed that his penis had blood on it.

They both just looked in confusion at his bloody penis for a second. "I'm sorry," he said, sounding genuinely concerned. "I made you bleed."

"I think it's just my hymen--I was a virgin."

"Oh."

John was wiping the blood off his penis with his underwear. "Would it be OK?" he said, looking at her rather sheepishly, not finishing his sentence. "You know?"

She knew it would hurt, be he looked so sweet, almost like a little puppy dog or something. "OK," she said, "but get it over with quick."

He climbed on top of her and she helped him find the right spot again. This time, he was a bit more gentle, and although it still hurt, she was ready for it now and it was OK. Once he was in her a little ways, he still obviously had no idea what to do, so she started moving her hips a bit, and then he started moving his, too. About five seconds later, literally five seconds, his eyes got all wide and he was like "Oh my god!" and she knew that he was ejaculating and for some reason right then she totally freaked, she totally didn't want him ejaculating inside her and she pushed him off, and he just kinda rolled over on the bed and big shots of semen were spurting out of his penis.

He was obviously embarrassed, but she couldn't help herself, she just started giggling, he looked so silly laying there with semen spurting out all over his bed. She was surprised at how much there was, it really made quite a mess. She had to kinda jump out of the way so it didn't get on her. "Shit," he says, once he'd finished ejaculating all over the place, "my mom's gonna be home in a little while, I've got to clean this up!" So Kelly just quick put her pants on and was like, "See ya later," still giggling. She didn't want to help him clean up, it was his mess after all, right?

She felt pretty bad for having laughed at him, but it really was pretty funny. He had no idea what he was doing, she pretty much had to do everything for him, and then to top it off, he must have had "premature ejaculation," 'cause he just started ejaculating after like five seconds, without any warning. She was kinda glad she wasn't a virgin anymore--the first girl in her group to have sex--but she really didn't enjoy it at all. It hurt, it was over too quick, and the jerk never even touched her breasts, let alone her nipples, which is of course what she really wanted.

After that, she swore off boys entirely. John was acting like a total jerk around her, which was fine because she didn't want to see him anymore anyway, but she decided that all boys were immature and annoying and she didn't want to have anything to do with any of them. It's not like she didn't have the chance--it seemed like every guy in school was paying attention to her now. She knew that John had totally bragged about how he had sex with her, which she thought was funny because she knew he really didn't have anything to be bragging about. It made her laugh to think about him telling everyone that he had sex with her, but not telling any of them about how embarrassed he was afterwards and how she laughed at him and everything.

Then one day that summer, the summer between sixth and seventh grade, still a month away from her thirteenth birthday, she was out riding her bike and she got a flat tire. She was totally bummed because she was along way from home and she'd have to walk it all the way back there. So she was walking the bike and kind of crying a bit, and a guy stopped on his bike.

"You got a flat tire?" he said.

"Yeah," she said, looking away because she was embarrassed that she was crying.

"I got a patch kit at home, it's just a couple blocks away. I'll fix it for you if you want."

"Thanks!" She smiled really big at him. He was the nicest person in the world right then!

They walked their bikes together to his house. He introduced himself--Chris--and she introduced herself, too. They had some small talk on the way, nice weather today, that sort of thing. Once they got to his house, he opened the garage door and set about fixing her bike. He was done pretty quickly, only about ten minutes and he was rolling her bike out of his garage. "There you go," he said.

"Wow, thanks, you saved my life!"

"Hey, don't mention it."

"You're too nice. Seriously, it's like five miles to my house and I would've had to walk the whole way."

"Glad I could help."

"I wish there was something nice I could do for you, you know, to say 'thanks.'"

He looked at her, and all the sudden Kelly felt very hot. She felt her face get red and her heart beat faster. She knew exactly what he was thinking, she could tell from the look in his eyes. That's not what she meant, of course, when she said "something nice," and it kinda threw her off guard. But the look in his eyes passed, he grinned a little to himself, and he said, "No, really, it's no big deal."

He was way older, maybe even fourty, and not particularly handsome or anything, a little bit of gray hair and a bit of a belly. But he looked strong and solid, big shoulders and all that, and for a split second she suddenly thought about what it would be like to be having sex with him. Her face got even redder and her heart pounded even harder as she thought about such a big strong man having sex with her.

"Hey, you look kinda hot," he said. "You need a drink or something? A coke?"

"Sure," she said. She'd regained her composure, at least a bit, and was feeling kind of silly.

They leaned against the counter in his kitchen, sipping cokes, and Kelly became aware that he was looking at her funny. When he was talking to her, he would look at her face, but when she looked away, she could feel his eyes move down and she knew he was staring at her chest. She suddenly became very conscious of the fact that she hadn't put on a bra that morning--she usually didn't wear a bra because she didn't like them and anyway her breasts were too small for it to really matter--and she had a teeshirt on that was kind of tight, and she felt herself getting hot again when she realized that he was staring at her breasts! He was trying not to stare, or at least trying not to be obvious about it, but she could tell. Normally she would have thought it was gross to have an older guy staring at her breasts, and she sort of did now, too, but it made her feel funny, like, she sort of didn't mind, so she just stood there sipping her coke and feeling self-conscious, looking away from him so he could stare if he wanted to.

After a while she was pretty much done with her coke, and she knew it was time for her to go, but she really didn't want to. She knew he'd been staring at her pretty much the whole time and she was feeling hot and she didn't really know what to do. She could tell he wanted to do something with her, have sex with her or whatever, which freaked her out, but she could also tell that he was too much of a gentleman to ever start anything. If she wanted him to do anything--and of course she didn't want to, but...--then she'd have to let him know somehow that it was OK.

She didn't have any idea how to go about letting him know, or even if she really wanted to, so all she could really think to do was just to move over closer to him. She tried to do it without being too obvious, but she could tell from the look on his face that he got the hint right away.

"You want another coke?" he said.

"Sure."

He got the coke out of the fridge and filled her glass, then he stood right next to her. She could feel his hand brush up against hers, and then her heart started beating very hard as they both, sort of at the same time, wrapped their fingers around each other's.

He looked her in the face. "You said you wanted to do something nice for me?"

"Yeah?" she said, feeling silly as she heard her voice cracking with nervousness.

"Would it be OK if I..."

"Yeah," she said, breathlessly, before he even had a chance to finish the sentence.

He put his coke down on the counter, then turned to stand in front of her. He put his hands on her sides, then leaned down and kissed her. They stood there kissing for a while, her heart racing, she was so nervous and freaked out. Then she felt his hands start to move up to her breasts.

She was terribly nervous, even scared, but it still felt wonderful to have him fondling her like this. His hands were so big, her little breasts seemed to disappear into them. He squeezed, gently at first, then a little more vigorously, and she suddenly, finally, knew what it was like to be with a man instead of a boy. Chris knew what he was doing, he knew exactly what he was doing! She was so nervous and excited, she could hardly keep from shaking.

He put his hands on her waist and lifted her up so that she was sitting on the kitchen counter; then he positioned himself between her legs and started lifting her shirt. Once her breasts were exposed, he leaned down and took one of her nipples into his mouth. She was breathing so hard that she thought she was going to hyperventilate; it felt wonderful, as wonderful as she thought it would, even more wonderful, the most wonderful thing she had ever felt in her life. Her nipple was tingling with excitement as he sucked it into his mouth, pulling the entire nipple in, rolling his tongue over her nub, then letting the nipple go and taking the nub between his teeth, biting it very gently, then a little harder, then pulling on it with it held firmly between his teeth, stretching it out. "Oh my god," she heard herself whisper.

He lifted his head and moved to her other nipple, kissing it, sucking it, teasing her nub with his tongue and then biting it, nipping it gently, then a bit harder. While he kissed her nipple he fondled her other breast, completely engulfing it in his large hand, squeezing it softly, then lightly pinching the nipple, still wet with his spit, then pulling and twisting on it while he nibbled on her other one. "Oh my god," she whispered again, and she felt her body begin to shake. The tingling feeling in her nipples had increased in intensity to the point where she could hardly stand it, and it had spread, too, all over her body but especially down between her legs, where she felt warm, even hot, and wet--soaking wet. Hot and wet and tingling.

Then, still biting on her nipple, she felt his hand move down from her other breast, down her belly, down into her shorts. For a moment she felt embarrassed, knowing that he would feel how wet she was, but then she didn't care, she wanted his hand down there so badly, it was OK with her if he knew how wet and excited she was. When his fingers reached her vagina, he tentatively slipped one inside her, and suddenly she was shaking again and she felt herself gushing with wetness, vaginal fluid flowing out of her and onto his hand. Without even thinking, she shoved her hand, shaking uncontrollably, down his pants and found his penis, huge and erect, amazingly huge and amazingly hard, the most exciting and intimidating and scary and wonderful thing she'd ever touched.

Kelly was floating in the air as he led her, holding tightly to her hand as if he wouldn't let her go, to his bedroom. There he undressed her and she stood before him, fully naked, and he kissed her, first on her lips, then her cheeks and her forehead, then her chin and her neck and her chest. Then, on his knees, he sucked on her nipples again and as he did he put his finger in her vagina and once again she felt her body tremble and she felt the wetness in her vagina flowing out. He leaned over and kissed her belly, and then, with his finger still inside her, he kissed her pubic hair and she felt his tongue lick down over her clitoris.

He stood up and began undressing, and she climbed onto his bed and lay down and spread her legs open, inviting him into her. She watched as he pulled his pants off and his penis popped out, huge and glorious and masculine, and she knew it was going to be inside her soon and she was trembling with excitement.

He was gentle as he mounted her; his penis entered her tenderly, slowly, letting her gradually open to his girth. She was so wet that it didn't hurt at all, in fact it felt wonderful, so wonderful, nothing at all like her first time. He was stretching her open and she wanted all of him, every inch of his beautiful penis, all the way inside her. Then she felt his testicles settle up against her anus and she knew he entered her fully. He held himself inside her and kissed her, then lifted his head and looked in her face. "You're very beautiful, Kelly," he said softly. She smiled and he began slowly moving his hips, gently fucking her.

She could feel his penis sliding in and out of her, a wonderful sensation that she didn't remember feeling at all during the five seconds that John was inside her. She could feel him leaving her, pulling out, and she was overcome with a desire to have him back inside. Then once he was almost completely out of her, he would reverse course and slide back in and she was in heaven, feeling his huge penis stretching her open again. He was going slowly, slow enough that she could experience the entire thing, from his penis stretching her open entirely and his testicles bumping against her anus, to his penis almost leaving her and then sliding back in and stretching her open again, his testicles bumping up against her again. He did this for several minutes, kissing her with his tongue in her mouth, and she was completely overtaken by his smooth, wonderful love-making, gentle but dominant, tender but powerful. She wanted him to fuck her like that for ever and ever and ever.

Eventually he stopped, his penis all the way inside her, lifted his head and smiled at her, then leaned down and began kissing her nipples. "Oh my god," she said out loud, overcome by some amazing and wonderful emotion, and she reached down and grabbed her breasts, squeezing them up to him. He sucked on her nipples, first one, then the other, then back to the first, sucking them in and letting them go, rolling his tongue over her nubs, then biting them. They were more sensitive than they had ever been before and she was in beautiful, wonderful agony and he began to move his hips again, making love to her while he sucked. This was the most wonderful she'd ever felt; she'd never even imagined that she would have a man making love to her while he sucked her nipples, and she didn't want it to ever end.

But of course it eventually did have to end, and she was very disappointed when he lifted his head from her chest. But the way he looked at her made all her disappointment vanish. It was a strange look, exciting and maybe a little frightening; very serious, even almost like he was angry. He grabbed her, rather roughly, wrapping his arms through her arms and under her shoulders and grabbing her head with his hands so that he had her in a sort of a head-lock. His hands were so big that they seemed to cover her entire head. Then he held her tightly like that and lay down on her entirely and began to fuck her very, very hard.

She suddenly felt very small and vulnerable--he seemed so large, now that he was laying on top of her, so big and strong. She realized immediately that he was going to finish now, that he was going to ejaculate inside her, and she wasn't sure she wanted him to but it did not matter. She had no choice. There was nothing she could do, there was no way she could push him off like she had done to John, she was completely in his control, completely overpowered by him. All she could do was just lay there while he finished. Now she knew what it meant to have sex with a man, rather than a boy; with John, she was the one in control, but with Chris, she had to give herself to him, she had no choice but to give up control to him. He would do what he wanted; if he wanted to ejaculate inside her, then he would, and she could not prevent it.

And, strangely, she realized right then that she loved it, that she wanted nothing more in the whole world than to be overpowered by him. It was the most exciting thing in the world to give herself to him, to give up control over her body to him. As he slammed his body against hers, strong, powerful thrusts of his hips propelling him into her over and over, his balls slapping hard against her anus, she began to shake uncontrollably and she felt her vagina overflowing with wetness and she knew that this was exactly what her vagina wanted, to be overpowered and fucked, fucked very, very hard, by a grown-up man.

He had his fingers wrapped in her hair and he lifted himself up, which caused him to pull down sharply and painfully on her hair. He held her tightly in place like that and lifted his head up and let out a moan, or even perhaps a bellow, "Oh God!" and she could tell he was ejaculating and she suddenly wanted to push him off but there was nothing she could do, she could not even move. He pulled out and slammed into her again and she could tell that it was totally wet inside her now and she knew why, she knew his semen was inside her. He slammed into her four or five more times before he finally stopped. He held himself inside her after he finished and kissed her and she could feel his penis still twitching, spasming, inside her. Then he leaned down and kissed her nipples, soft little kisses, and then he pulled out. As his penis left her, she felt his semen dripping out of her and down onto her anus.

---

They were kissing again in his kitchen. He had his large hands up her shirt, fondling her little breasts, pinching her nipples. They'd agreed to meet for a bike ride and now they were back from their ride and he had only one thing on his mind and that was OK with Kelly. All week long she couldn't get his penis out of her mind and all she wanted was to see it and touch it and have it inside her again.

She was a bit confused when, after he'd taken her shirt off, he put his hands on her shoulders and started pushing her down. The next thing she knew she was on her knees in front of him and he was dropping his shorts. "Have you ever given a blow job before?"

She looked up at him. "No."

"Open your mouth wide."

She opened, and the next second he was putting his penis in her mouth.

"Wider," he said, "don't drag your teeth on it."

Without even thinking, she did what he asked, opening her mouth as wide as she could, and he pushed it in further.

There were two things she noticed right away: The size--it was incredible how big it was, it filled her mouth completely and he only had his head and a little bit more in her. She had a new appreciation for how large his penis really was. And the other thing she noticed was the taste. It had a powerful, musty taste which at first she found incredibly unpleasant, sort of a strange mixture of sweat and something else, she hadn't figured out what, when he started moving his hips. He had his hands on her head, his fingers wrapped tightly in her hair, holding her still, and he was moving his hips forward and back, sliding his penis in and out of her mouth.

Oh my god, she thought to herself, it's like he's fucking me! It's like he's fucking me in the mouth! He was pushing in fairly deep and each time he pushed in she felt like she was going to gag, and all she could think was, he's using my mouth like it's a vagina or something! The thought made her feel very dirty. She'd heard that guys did this kind of thing to girls and she always thought it sounded gross, although she was a little curious about it. And now, here she was, and she felt very dirty, having her mouth used like it was something for him to have sex with.

He stopped and pulled his hips back, letting his penis leave her mouth. "How are you doing? Are you OK?"

She swallowed, trying to clear the unpleasant taste from her mouth. "I'm OK," she said, looking up at him.

"You need a little break?" She nodded. He lifted his penis up and moved closer to her, so that his testicles were hanging right in her face. "Kiss my balls," he said.

Kelly leaned in, feeling a little foolish, and gently put her lips on his scrotum. She felt the hair on his testicles tickle her as she gave them a little kiss. This, she determined, was the dirtiest thing she'd ever done. In all her fantasies and thoughts about sex, she'd never even imagined kissing a man's scrotum. She leaned back and looked up at him and tried to give him a little smile.

He responded by moving in closer to her, his testicles still hanging in her face. "You should lick them," he said.

Not knowing what else to do, she simply stuck her tongue out and pressed it against his scrotum. She looked up at him and he was looking down at her with a big grin on his face, and she suddenly felt very dirty and foolish again, the way he was grinning at her. "Come on," he said, "give 'em a nice lick."

She looked down at his testicles. They seemed so big, hanging in her face like this, all red and wrinkled and hairy. One testicle was larger than the other, hanging down further. She honestly wasn't all that sure that she wanted to give them a "nice lick," but since he seemed to be enjoying it, she just stuck her tongue out all the way, making it wide and flat, and planted it at the base of his scrotum. She could feel his pubic hair against her tongue, which she did not like and made her feel like gagging, and she could feel the oblong shape of each of his testicles, first as her nose and upper lip were pressed into them, and then especially as she dragged her tongue up and the testicles fell away, and she could feel the wrinkles of the skin. Then, she tasted that taste again, that strange musty combination of sweat and something else, and just as she was realizing that it wasn't quite as unpleasant as she had thought at first, it dawned on her what the strange taste was --it was him! It was Chris, it was the same taste she tasted when he kissed her. And the thought suddenly made her feel wet and warm between her legs. I'm tasting Chris! I'm tasting Chris's taste, through his penis and his scrotum! She licked his scrotum again, and again, wanting more of that strange and wonderful taste.

He stepped back and she looked up at him. He was looking down at her, grinning broadly, and she no longer cared if she looked foolish or if he thought she was dirty. His penis turned her on, and she wanted more of it, that's all she cared about. He reached down and put his thumb on her chin and pushed down, opening her mouth, and then he put his penis in her mouth again.

She felt the underside of his penis with her tongue; the rock-hard muscle that made it erect, the strange, soft vein or tube that ran along the underside, where she knew his sperm must come when he is ejaculating, the underside of his head, surprisingly soft and coming to a triangle at the tip. She learned more about penises in these few seconds of exploration with her tongue than she could ever have learned any other way.

Then he grabbed her head, like he had before, and began fucking her mouth again, moving his hips forward and back, sliding his penis in and out. Each time he pushed in, his head pushed against the back of her mouth and she felt like she was going to gag, but he held her head firmly in place so that she couldn't move back at all and she had to simply fight off the desire to gag.

With one hand holding firmly to her hair, he wrapped the other hand around his penis, up against her mouth, so his penis was sliding through his hand as it pushed in and out of her mouth. She knew now that he was planning to ejaculate, she had suspected it earlier but now she knew for sure. She didn't know what to think about that, she didn't really want any of it in her mouth. But before she even had the chance to decide to tell him to stop, that she didn't want him to ejaculate in her mouth, she heard him moan--"Oh fuck!"--and she felt his grip tighten on her head, his fingers clenching into her hair, and she felt a little bit of liquid come out of the tip of his penis. It tasted terrible--warm and very salty. "Oh fuck!" he said again, taking his hand away from his penis and grabbing another chunk of her hair, and now she felt a large amount of fluid shoot out of his penis, hitting the back of her mouth with surprising force.

Instinctively, she tried to pull away--it tasted so bad, and it shot down her throat and made her gag--but he was holding her head so tightly that she really couldn't move. He pushed into her, quite hard, the head of his penis against the back of her mouth, and she felt her mouth and her throat fill with another shot of his semen. "Oh, yeah!" he said, and this time she could feel it--she could feel his penis spasm in her mouth, her tongue could feel his semen filling the vein that ran the length of the bottom of his penis, a split second before it shot out of him and into her mouth.

He kept his penis in her mouth for a few more seconds, even though he seemed to have finished ejaculating. She could still feel his penis spasming, but if anything more was coming out, it was too little for her to notice, now that her mouth was so full of semen. Then, mercifully, he pulled his penis out of her mouth.