I sat in silence next to my dad as he drove me to a sleepover at my best friend Kelly's house. We live on a huge farm outside of Hanksville. My name is Rebecca Hanks but all my friends call me Becky. The town was named after my great grandfather Cyrus Hanks. Dad has the largest dairy farm in the county. Mom does a lot of charity work in town and I guess you can say we are well liked in our town. The only trouble for me is that we live so far out that it does get lonely once in a while. Even when I go to school I'm the first one to be picked up and it's almost a half hour before the next student gets on the bus. Then on the way home I'm on the bus by myself for almost an hour because of traffic and the winding country road. I couldn't wait to get to Kelly's. Mom and dad were going out of town for the weekend and didn't want me to stay home alone. I told them that I was old enough but dad said that at 12 years of age I still needed an adult around. I didn't argue the point too much.

"You behave yourself this weekend." dad said breaking the silence.

"Daddy I always do."

"Yeah I know but I felt I needed to remind you." he laughed out loud.

Dad pulled the car into the driveway. Kelly ran out of the house to greet us. She grabbed my backpack from the back of the pickup truck as we walked towards the house.

"Hey what about me? No goodbye kiss." dad called out.

"Sorry." I replied running back to give him a big kiss on the cheek.

Kelly and I went into the house as he talked to her parents outside. Kelly took me up to her room. She tossed my stuff on her bed telling me that her brother was gone for the weekend so it was just us and her parents. She told me that her dad had promised to rent any movie that we wanted to watch. We sat on the bed Indian style chatting about school and the boys in our class. After about an hour her mom called us down for supper. We had pizza and sodas with ice cream for desert. Her dad asked if we knew what movie we wanted him to rent for the night.

"We don't care just as long as it's an action packed movie." Kelly told him.

"Okay, you two want to ride along or stay home?" he asked.

"We'll stay home and help mom clean the kitchen."

Her dad grabbed his keys and left. We helped her mom clean our mess up then headed for the family room. He mom was right behind us. As soon as we got comfortable her dad walked into the house. He said he rented one of the Die Hard movies because that was about all they had left at the store that was an action movie. He asked Kelly's mom to pop some popcorn while he got changed into something more comfortable. Kelly and I waited patiently for them to come back. We soon were sitting watching the movie with a bowl of popcorn in our laps. When the movie was over Kelly said we were going to bed. She kissed both of her parents and I said goodnight to them before heading up to her room.

She flopped on her bed telling me to shut the door. I climbed on her queen size bed with her. We propped ourselves up with big pillows and chatted once again about the boys in school. We were both 12 and starting to notice boys more and more now.

"I'm going to get ready for bed." she told me after an hour of talking.

"Yeah I guess it's about time." I replied.

"What do you wear to bed, I usually sleep without wearing anything." she said.

"Oh, usually I just wear a long t-shirt and panties but I'll sleep naked like you do." I told her.

I sat on the bed watching my best friend begin to strip out of her clothes. She pulled her shirt over her head tossing it on the chair. She reached behind her and unhooked her bra. She pulled it off without any sign of embarrassment. She pulled her shorts and panties down together kicking them to the chair. She stood up straight completely naked and looked directly at me.

"Well what do you think? Will any of the boys like me?" she wanted to know.

I stared at her young body with the budding breasts. Her tits were smaller than mine but her nipples were longer than mine. I moved my eyes down to her sparsely haired pussy and saw her slit. Her lips were just beginning to form and protruded out just slightly.

"Heck yeah, your beautiful Kelly." I said to her softly.

"Ah you're just saying that because you're my best friend."

I shook my head from side to side telling her no way. She pulled back the covers and crawled into bed again. I got off the bed and began to undress. I took my blouse off throwing it on top of hers. I reached behind me unhooking my bra. I pulled it away from my chest tossing it along side my blouse. I heard Kelly give a small whistle as she looked at my boobs. I laughed at her telling her to stop. I hooked my thumbs in my shorts and pulled them down my legs. I then yanked my panties down and stepped out of them. I twirled around smiling at Kelly.

"How about me, would any boys be interested in me?" I asked.

"You bet and even a couple of the girls too I bet." she laughed.

I quickly crawled into bed pulling the covers over my naked body. I turned on my side facing Kelly. You really think a boy would like me.

"Are you crazy? You're gorgeous. I wish I looked as good as you do." she told me.

"That's funny, I always wished I looked like you."

We both laughed hugging each other. As we hugged I noticed that her small breasts were rubbing against mine. I could feel her long nipples hitting mine. I gave a small shudder as a funny feeling shot through my chest. She pulled back and looked at me with a funny smile on her face.

"Did you feel that?" she asked.

I nodded my head telling her that it made me tingle all over. She giggled telling me that it made her tingle between the legs.

"Wanna do it again?" I asked.

We hugged each other again. We pressed against each other harder this time and moved our chests around a little. I was the first on to let out a low moan when the feeling got to be too much. Kelly sighed dreamily right after.

"That made me feel funny down there too." I said excitedly.

"Hey Becky have you ever kissed a boy?" Kelly asked me suddenly.

"No but I sure would like to."

"Me too and I know just who I'd kiss." she told me.

"Yeah who?"

"Billy Adams, I think he's so cute." she said with a sigh.

"Who would you kiss?" she asked me.

I blushed and told her that it was someone special. She told me to tell her but I said that I didn't think I could. She begged and begged until I finally told her that I would but not until she promised not to laugh or tell another living soul. She raised her hand swearing on her grandma's grave.

"Okay, I'd kiss Ken."

"Ken who, there's no Ken in our class."

"Our bus driver Ken." I said softly.

"Oh my God Becky, you're kidding right." she gave out a muffled shriek.

"No, I think he is so cute and he's only 20 or so."

"It doesn't matter, we don't even know how to kiss the right way." Kelly said dejectedly.

"Maybe we could try it on each other, you know like practice." I suggested.

"Sure, then we wouldn't look like a couple of dorks when we do it with a guy."

I pulled her close hugging her tightly again. Our eyes were locked on each other as our lips met for the very first time. We quickly pulled apart and each of us gave a nervous laugh. Kelly said that it was kind of fun and I said I thought so too. She put her lips on mine again and we kissed longer this time. We both kept our mouths closed tightly not knowing any better.

Kelly got out of bed and went to her desk. She pulled open the top drawer taking out a magazine. She got back into bed showing me a teen magazine that had some pictures of movie stars kissing.

"Look, see how their mouths are open. Look at this one, I think his tongue is in her mouth" she said.

"Yeah, I heard some girls in the bathroom at school talking about french kissing. They said they suck on each others tongues." I told her.

"I thought it was gross at the time but now it sounds like fun." I added.

"Should we try it?" Kelly asked.

She didn't wait for an answer. She bent down putting her soft lips on mine. I felt her mouth open up and her tongue touch my lips. I opened my mouth letting her push her tongue inside. I sucked on it gently as she moved it around licking the inside of my mouth. She pulled it out and I immediately pushed mine into her mouth. She sucked on it making me moan softly as our tits rubbed against each other.

"Wow that was awesome." I panted when we broke apart.

"Wait here, I have an idea." she said as she quietly got out of bed.

She opened the bedroom door still naked and listened for her parents. I could hear the TV still on downstairs and Kelly took off down the hallway. I couldn't believe that she was going out of the room naked. She was gone for a few minutes before she returned shutting the door again. She had something behind her back as she climbed back into bed. She tossed a magazine to me as she covered herself with the sheets and blankets.

"Oh my God this is a dirty magazine." I said in surprise.

"My dad keeps some in his nightstand."

"Maybe we can learn to do some stuff by looking at the pictures." she added.

Kelly and I paged slowly though the whole magazine looking at each picture closely. We giggled at some and gasped at others. The women in the pictures sure looked like they enjoyed what they were doing. I asked her if she wanted to try what they were doing.

"I guess but I don't know about licking you down there." she spoke softly.

I told her to look at the pictures again and see how much they look like they like it. She finally agreed to try everything that we saw in the magazine. I pointed to the picture of two women licking each other at the same time. I told her that we should do that because then we would be doing it together at the same time. She nodded her head in agreement.

We kissed again with out mouths open. Our tongues went in and out of each others mouths. I moved my hand down to her small chest feeling my best friend's tits for the first time. She groaned into my mouth as I pulled on her nipple.

"Oh God that feels good." she moaned to me.

She used her hand to work my tit like I was doing to hers. I told her that it felt great and not to stop. We pulled on each other's tits and nipples all the while sucking each other's tongue.

I was the first to move my lips down to her chest taking her hard nipple between my lips. I sucked on it gently biting down softly on the hard button of a nipple. She grabbed the back of my head holding me tight against her chest. I moved from one to the other sucking each nipple and tit. She pushed me away then moved her mouth to my budding breasts. She sucked my nipple into her hot mouth licking all over the tip of it. I told her to suck harder and bite gently on it. I groaned out loud as her teeth teased my tits.

"Wait, stop, Kelly stop." I whispered. "I think your parents are coming."

We quickly moved back to the top of the bed and were talking softly when her mother opened the door.

"Good night girls. We're going to bed now. Don't stay up to late." she warned us.

She closed the door tightly and we heard them close their bedroom door. Kelly and I giggled at how close we came to being caught.

"Did you like that so far?" she asked me.

"I sure did, how about you?"

She nodded her head and said that we had better wait for a while until her parents were asleep before we continued. I suggested we just kiss again for practice purposes. Our lips meet again as we got better and better at it. I felt a dampness between my legs as we kissed and rubbed our bodies together. I sat up looking between my legs. I told Kelly that my pussy was all wet. She told me that hers was too and that must be because we are feeling good. She said that she was going to check to see if her parents were sleeping yet. She climbed out of bed and quietly opened the bedroom door. She disappeared out the door returning in a few minutes.

"I could hear dad snoring all the way through the door." she giggled softly.

"What about your mom?" I wanted to know.

"She was breathing loud enough so I could hear her too."

"Cool now we can try all that stuff in the book."

Kelly closed the door again then crawled back into bed next to me. She quickly kissed me running her hand down to my small preteen tits. I moaned into her mouth as she pulled on my nipple. I reached down doing the same thing to her. We both were panting and breathing hard. I asked her if she was ready to go the rest of the way.

"Oh Becky I don't know." she said. "I don't know if I can do that."

"Come on, if we don't like it we can always stop."

"Will you do it first, please?" she begged me. "If you do it then maybe I can too."

"Okay, geez what a baby." I complained.

I pulled the covers down exposing her body. I could see her moist pussy slit with just a few hairs starting to grow along the sides. I told her to spread her legs so I can get between them. She followed my instructions and opened her legs wide. I moved down the bed moving between her spread legs. I had my face about 6 inches from her pussy and I could smell her scent. I never really looked at a pussy closely before. I tried using a mirror to look at mine but couldn't really see much. I reached out and touched her mound making her jump a little.

"Sorry, I'm just really nervous." she apologized.

"Me too silly, I've never done this before either."

I used my fingers to spread her pussy open so I could see what was inside her slit. The inside of her slit was shiny with her juice and had a nice clean smell to it. I saw the small hole that pee came out of and then I saw the larger opening that I knew was where a boy puts his thing into. Right above that hole was a bump that stood out a little. I reached up and touched the small button.

"OOOHHHHHH what was that." she gasped as I touched her.

"I don't know it's a little bump. Does it feel good when I touch it?"

"It sure does, I never felt anything like it before." she told me.

I rubbed it harder making Kelly cover her mouth with her hand to muffle the groan that escaped her lips. I moved my finger down her damp slit until I felt her tight hot hole. I pushed against the opening slightly to see what would happen. To my surprise the tip of my finger slid inside of her.

"AAAHHHHHHH Oh Becky, OOHHHHHHHHH that feels so good like that." she cried out.

Her hairless pussy was getting really wet with her juices as my fingertip went in and out of her tight hole. I thought it was now or never so I bent my head down and gave her hard button a lick with my tongue. Kelly jumped like she touched a live electric wire. I took that to mean she really liked it and moved my lips to the bump and sucked gently on it.

"UUUUGGGGGHHHHH, OOHHHHHHHH I feel so funny, something is happening, OOOHHHHHH something is happening, AAAAHHHHHHHEEEEEOOOHHHHHH." she screamed into her hands. Her body shook violently as her back arched off the bed. Her pussy poured out its juice into my mouth giving me my first taste of girl cum.

I moved back up so I was lying next to her again. She leaned over kissing me hard on the lips slipping her tongue into my mouth. She pulled her mouth from mine asking me if that was her pussy juice that she tasted. I told her that it was and that it tastes good. She told me that she thought so too and wanted to taste mine now. I rolled over onto my back and spread my legs wide for her.

She was in no hurry. She kissed my lips again then kissed her way down to my small tits. Her lips sucked on my nipples making them stand up hard and giving me a tingly feeling all the way down to my pussy. I held her head in my hands pulling her tightly against me. I moaned softly as she washed my tits with her tongue. As she sucked on of my small nipples she used her hand to pull and twist the other one. I was getting wetter and wetter between my legs as she kept this up.

"OOOHHHH Kelly, OOHHHHH yeah suck 'em, OOHHHH suck 'em good." I moaned softly.

She began to kiss her way down my belly. She dipped her tongue into my belly button making me giggle out loud. When she reached my pubic area she stopped to reposition herself between my legs. I could feel her warm breath on my pussy as she stared at it closely.

"Wow, I never see one this close up before, it's kind of neat looking."

She used her hands to open my slit and peer inside my crack. I could feel the cool air against my preteen hole. She reached out and touched my little bump making me jump just like she did. She giggled at me then began to rub it fast and hard.

"UUUUUGGGHHHHHHH, OOOOOHHHHHH my God don't ever stop doing that."

I almost passed out when she lowered her mouth to it sucking it gently into her warm mouth. Her tongue flicked across the hard little button making my hips jerk up. I could feel my juiced running down the crack of my butt as she kept licking me. I had such a strong tingly feeling in my belly I knew something was going to happen.

"AAAAAHHHHHHH, AAAAAAAHHHHHHHHHHH, OOOOOHHHHHH Kelly." I screamed into the pillow I placed over my face.

I began to shudder and shake uncontrollably. My pussy became soaking wet and I thought I was going to die it felt that good. Kelly kept licking me until I begged her to stop. She moved up next to me and kissed my hard on the lips. I tasted my own pussy juice on her lips and pushed my tongue into her mouth to get more.

"Wow that was about the best feeling ever." I told her.

"No kidding, we have to do that again tomorrow but now I'm really tired."

"Me too, good night." I said to her kissing her one more time.

I think we both fell asleep in a matter of a few minutes. I didn't wake up until her mom knocked on the door telling us that breakfast was ready. Kelly and I quickly got out of bed and dressed for the day. We made the bed, straightened up the room then went to the kitchen to eat.

"What do you girls have planned for the day?" he mom asked.

"I don't know, just hang around and play I guess." Kelly answered her mom.

"Well I have a hair appointment after lunch then your father and I are meeting downtown for supper. We'll be home around 8 tonight. Do you think you girls can behave yourself here by yourself all afternoon?"

"Sure mom, don't worry."

"We'll find something to do." I added giving a wink to Kelly.. We finished breakfast and offered to clean the kitchen. Her mother thanked us but told us to go out and enjoy ourselves. We went out into the backyard. They had a huge swing set in the back corner so we headed for that. We each sat on a swing kicking our legs to get us going.

"When your mom goes out do you want to do it again?" I asked.

"Oh yeah, I didn't think I would like doing that down there but it was great. You taste really good Becky."

"You do too. So creamy and sweet." I giggled.

We talked and played in the yard until her mom called for us to come into the house. She told us that she was leaving now.

"There's plenty of stuff in the fridge to eat for lunch. I left some money on the counter for a pizza tonight. I don't want you to leave the yard while I'm gone and be sure to lock the doors after I leave."

"Don't worry mom, Becky and I are going to watch movies this afternoon in my room."

"Okay, have fun and I will see you tonight." she said as she gave each of us a peck on the cheek.

We waved as she pulled out of the driveway and drove down the street. Kelly closed the door locking it before turning to me. She told me to follow her to the family room. She turned the computer on and began surfing for some porn sites.

"We need to know what we are doing and what everything is called." she told me.

We looked at the screen as the page loaded.

"Oh my God look at that." I said in surprise at seeing a woman with a man's thing in her mouth.

"Yeah, look it's called a cock and what she is doing is called a blowjob." Kelly answered.

We went from one sex page to another learning all we could about sex. We found out that the bump that made us feel so good was called a clitoris or clit for short. What we call our pussy can be called a cunt or snatch too. I could feel the tingly feeling beginning again between my legs. Kelly looked at me squirming in the chair and asked me if my pussy was feeling funny. I told her that it was and I want to rub it.

She got up and shut the curtains and closed the door to the family room. She then shocked me by stripping off her clothes. She told me to get naked and we could rub ourselves while we looked at the pictures. I quickly shed my clothes and sat back down next to her. My hand went right to my wet pussy and began to rub all around it. I spread my legs running my finger along the wet slit. I let out a low moan as my fingertip entered my preteen cunt for the first time. Kelly watched as I slowly sunk my finger into my hole.

"Heck with this, let's go up to my room and fool around again." she said.

I pulled my hand away from my pussy telling her that I felt so hot. I was beginning to pant slightly and wanted nothing more than to finish what I started. I picked up my clothes and followed her out of the room. She shut the bedroom door behind her joining me on her bed. We immediately locked lips pushing our tongues into each other's mouth. Our hands were all over each other's body. I finally pushed her away telling her that she should do it to me first then I'd do it to her.

"Why do you go first?" she complained.

"Because you went first last night."

"Oh yeah." she laughed.

I rolled over onto my back spreading me legs wide for my best friend. Kelly climbed on top of my kissing me softly on the lips. I opened my mouth letting her slide her tongue inside. I sucked on her tongue like the woman on the internet was sucking that guy's cock. She must have liked it because she groaned into my mouth and gave a little shudder. Her hand moved down to my small chest and began to pull on my nipple. I sighed happily as the tingly feeling came back as strong as ever. Kelly sat up squatting on my waist. I looked at her looking down at my little titties. She used both of her hands on them. She pulled and twisted my nipples gently making them hard. She used her fingers to flick the hard nips back and forth. My pussy was getting really wet from her doing that to me.

"Play with my pussy now, I want to get that feeling again." I told her.

She bent her head down taking my left nipple into her warm mouth. She sucked hard on my boob while her tongue worked on my nipple. I cried out in pleasure as her mouth worked from one tit to the other. I put my hands on her head and pushed down on it trying to get her to move down to my pussy. She sucked on my nipple on last time letting it pop out of her mouth. She smiled up at me telling me that she was going to do what I wanted her to do. She then began to kiss her way down my belly. I held my breath in anticipation of what was to come. I didn't have to hold it long. I let out my breath in a long hiss when I felt her tongue on my little clit.

"Yeessssssssssss, Oh yes lick it Kelly lick it." I begged my friend.

She spread my pussy open with her hands. She licked from the bottom of my crack to my clit. She paused just a few seconds to run her tongue around my wet hole. I was trembling with joy as she licked my cunt. She moved her tongue to my hot hole and pushed against the tight opening. I wiggled my hips trying to help her push it in. It felt so good.

"OOOHHHHHHH I feel it going in. Lick me. Oh please lick me good." I cried out as the tip of her tongue slid into my preteen pussy.

She pushed harder against my hole and more of her tongue went inside. She wiggled it around before pulling it out to lick my clit once more. I moaned loudly when she pulled it out but sighed when she took my clit into her mouth. I raised my hips to her mouth as she nibbled on me. While she had my clit in her mouth she moved a finger to my wet slit and ran it up and down the crack. My hips rotated almost by themselves when I felt her finger in my slit. She put a fingertip against my hot hole and pushed the tip inside.

"AAAWWWWWWWW yeah, OOOOOOOOOO move it around a little it feels so good."

She wiggled the tip of her finger inside my little pussy. I hunched my hips toward her hand causing a little more of her finger to sink inside. Suddenly I felt a sharp pain as her finger went deeper.

"OOOOOUUUUCCCHHHHHH." I cried out.

She looked up at me but didn't remove her finger.

"Are you okay, I'm sorry, what did I do?" she asked.

"I think you broke my cherry." I said as a tear rolled down my cheek. "Remember we read about that on-line."

"Oh Becky I'm so sorry. Do you want me to stop?"

"It's okay, actually your finger feels kind of nice way inside like that." I told her.

"I'll make you feel real good that should help." she said as she lowered her lips to my clit once more.

"AAAAAHHHHHHHH yes, yes that feels so good. Suck it, suck it."

Kelly sucked gently on my clit. She would close her lips over the hard button and chew on it softly. Her finger kept moving in and out of my now deflowered pussy.

"Go faster, move your finger faster, OOHHHH I'm going to cum soon, OOHHHHH don't stop, please don't stop." I begged her.

She twisted her finger as she pushed it deep inside my pussy. He tongue was working on my clit. I could feel a huge tingle building in my pussy spreading all the way to my chest.

"AAAAAAAHHHHHHH, OOOOHHHH here it comes. AAAAAAAWWWWWWW I'm cumming now, AAAAAAAEEEEEEOOOOOOOOHHHHHHHHH." I screamed out loud.

My entire body shook as my ass came off the bed pushing my pussy against her face. She removed her finger from my wet hole and replaced it with her tongue. She pushed it all the way inside lapping up all my cunt juice she could find. My orgasm lasted forever or so it seemed. I gave one last big shudder then had to ask her to stop. She pulled her face away from my pussy and I could see her lips and chin were coated with my preteen juice. I pulled her up to me kissing her passionately. Our tongues met allowing me to taste my own cunt juice.

"How did I do?" she wanted to know.

"That is the best I ever felt." I admitted to her. "Now it's your turn."

She moved to her side of the bed lying on her back. She opened her legs wide for me so I could get between them. I did just about the same thing to her as she did to me. When I began sucking on her already wet pussy I used a finger to tease her tight cunt hole.

"Break my cherry Becky, just like I did yours."

"Are you sure, it hurt for a little while."

"I'm sure, I want to feel your finger all the way inside of me."

I pushed my finger a little farther in her hole until I felt her barrier. She flinched a little when I bumped it. I pulled back then plunged my finger through her protective covering.

"OOOUUCCCCHHHHH, Oh that hurts." she cried out in pain.

"Sorry but you said to do it."

"Geez, I didn't know it would hurt that much." she sobbed.

"Do you want me to stop?" I asked.

"No but don't move for a minute, it still stings."

I bent down sucking gently on her clit. She sighed softly relaxing more the longer I nibbled on it. She told me to try to wiggle my finger a little to see if it hurt yet. I moved my finger in a small circle inside her pussy. She groaned out loud then told me to move it in and out slowly. I pulled it out leaving just the tip of my finger in her preteen cunt. I pushed it slowly all the way back inside of her.

"AAHHHHHHHHH oh yeah it feels better, OOOHHHHHHHHH it feels better than better." she moaned out to me.

I started to push my finger faster and faster in and out of her small pussy. Her hips were bucking up at my hand as I pounded my finger into her. She was panting hard and heavy as I finger fucked her. Each time I shoved my finger deep into her I would wiggle it around before pulling it back out. She would shiver each time I did this begging me to do it harder and harder.

"AAAAAAHHHHHHHHH Oh God I'm going to do it, OOOOOHHHHH Becky I'm cumming, OOOOOOHHHHHHHHHHHHH." she screamed as her pussy clenched my finger tightly.

Her pussy poured out her juice around my finger as she shuddered through a big orgasm. I slowly pulled my finger out of her cunt wiggling it all the way out. She had a few small cums as it withdrew from her. Finally she told me not to touch her anymore because she couldn't stand it anymore. She said she was too sensitive to do it anymore. I moved up lying next to her. She turned her face toward me kissing me so she could taste herself. We swapped her cum until there wasn't any left to share.

"How was it for you?" I asked.

"It hurt bad at first but then I had the best cum I ever had."

I wish we had a cock to put into our pussy, I bet something bigger than a finger would feel good." I sighed dreamily.

Kelly broke out in a big grin telling me she would be back in a few minutes. I watched as she opened the door and walked out into the hallway. I wondered what she was up to. I didn't have to wait long before I had an answer. She came back into the room with a carrot and a small sized cucumber.

"Let's try to use these like a cock." she said smiling at me.

"Okay, I bet that will feel better than a finger."

"Who goes first?" I asked hoping she would let me go first.

"I thought of it so I should go first." she reasoned.

"Okay, I guess so. Do you want me to use the carrot or the cucumber?"

"I think you better start with the carrot first don't you?"

I agreed that it might be better to start out small and then use the bigger one.

I told her to stretch out on the bed and spread her legs. I didn't play with her tits this time I was in a hurry so I could get my turn. I wanted to feel something bigger than a finger in my pussy. I thought that if I could handle the cucumber than I should be able to handle Ken's cock if I ever got a chance to do what I've dream of. I moved between her outstretched legs looking at the pussy that I licked a short time ago. It was still slick with my saliva and her cunt juice. I bent down running my tongue along her slit getting it nice and wet. I sucked on the skinny end of the carrot to get it nice and wet also. I put the tip of the veggie against her tight hot preteen hole and began to push.

"AAAAWWWWWWWWW yeah, OOOOOOHHHHHH I feel it." she sighed as I slowly pushed it into her cunt.

I pushed about 3 inches of it inside then I stopped. I asked her how it felt. She let out a groan of disappointment when I stopped but told me that it felt good but not great. She suggested that I turn the carrot around and put the bigger end in first. I pulled it out turning it around. I licked the fat end this time and pushed it against her hot hole. There was some resistance this time but soon it was sliding into her hole.

"Slow, slow Becky, Oh go slow it feels pretty big in me." she grunted.

I stopped pushing letting her get use to having it inside of her. She panted loudly as her pussy grabbed the cock like vegetable. She told me to push more inside so I resumed pushing. She lifted her legs up bending them at the knees. This opened her pussy up and the carrot slid in further. I could feel it hitting the back of her preteen cunt making her grunt softly. I pulled it almost all the way out then pushed it back in.

"AAAAHHHHHH, OOHHHHHH yeah, fuck me, fuck me, fuck me." she chanted.

I went fast making her really moan. Soon it was sliding in and out of her pussy like a real cock would. She wiggled her hips and pushed back against the carrot trying to get more of it into her.

"Oh God Becky I want more, I want more, try the cucumber."

I left the carrot sticking out of her young pussy as I reached for the green veggie. I sucked on it coating it with a layer of my spit. I pulled the carrot from her wet pussy and placed the cucumber against her wet hole. I asked her if she was sure about this and she pleaded with me to push it in. I watched as her pussy spread wide allowing the cucumber to begin to slide into her preteen pussy.

"UGH, UGH, OOOHHHHHH God it's so big, OOHHHHHHHH stop for a second, OOHHHHHH let me get use to this." I groaned out in discomfort.

"You okay, you want me to stop?"

"Heck no. It's really big but oh God it feels so good."

She let out a loud moan as I pushed once again on the veggie. Her preteen cunt lips wrapped themselves around the invader as it slid deeper into her young pussy. She grunted when it hit the back of her cunt. I pulled it out slowly then slid it back in twisting it as I went. Her hips were bucking wildly as the bumps on the cucumber drove her crazy. She begged me to go faster but I held it nice and slow for a while. I watched as the green rod moved in and out of her. I smiled as an idea popped into my head. I kept a slow and steady rhythm going with the cucumber and used my free hand to reach for the carrot. I sucked the skinny end into my mouth getting it nice and wet for what I had in mind. I looked up at Kelly and saw that she had her eyes closed, was panting hard with a huge smile on her face. I put the tip of the carrot near her puckered butt hole then looked at her face as I pushed it into her ass.

"AAAAAAHHHHHHHHHH, AAAAAAWWWWWWWW MY GOD." she screamed as her eyes flew open.

"I'm cumming, OOOOOOHHHHHHH I'm cumming, fuck me, fuck me." she shrieked.

I plunged both veggies into her holes as she flooded he cunt juiced out around the cucumber. Her hips were jerking uncontrollably as wave after wave of pleasure washed over her. When she settled down a little I pulled one out while pushing the other in. Then I pulled that one out and pushed the other one it. I was fucking both of her holes again making her gasp for air.

"OOHHHH, OOHHHH, not again, OOHHHH I'm going to die, OOOOHHHH, deeper, oh God push them in deeper." she begged.

I sped up my movement on both of them. I could tell she was close to cumming again. I could hear a low groan escaping her lips and it grew into an ear splitting scream as she reached her orgasm. Her back was completely off the bed. Just her head and heels were touching the mattress. I pushed both natural dildos into their respective holes twisting them as I did. I left them buried deep inside of her then sat back and watch my best friend ride the waves of pleasure.

"Oh, Oh, take......take.....Oh take them out........Oh God I don't think I can handle another one." She begged me.

I reached down and slowly pulled both vegetables out of her body. I watched as her puckered ass hole slowly closed back up again to its original shape. She had her eyes close panting heavily. I moved up next to her hugging her tightly against me. She slowly opened her eyes telling me that she had thought she had died and went to heaven. She said she had never imagined that it could feel that good. I told her that I wanted to see for myself. She pushed me back on the bed. She grabbed the two veggies and told me to open my legs for her.

"I'm forgetting the foreplay. I'm going to drive you crazy with these things." She laughed.

I could feel my pussy getting wet just from thinking about how good it's going to feel. I propped myself up so I could watch what Kelly was going to do. She placed the veggies down next to me then bent her head down licking along my moist slit. She sucked my clit into her mouth. I groaned out as she nibbled on it making me even wetter.

I watched as she picked up the carrot. She rubbed it up and down my crack coating it with my cunt juice. She put it at the entrance to my hot hole and began to push it in.

"AAAAWWWWWWWWWW it's even better than I imagined." I sighed.

She slowly pushed until she felt it hitting the back of my preteen pussy. She pushed it in and out a few time then pulled it all the way out turning it around so the fat side was now going to go in first. She slowly pushed it back in going slow to let me get use to it.

"Come on, that's to slow, faster, faster. OOHHHHHHH it feels so good." I told her.

I cried out when she shoved it in fast and deep. It made my toes curl up that's how good it felt. My nipples were rock hard and my pussy was flowing with my young girl cum. I was breathing hard and heavy as she slid it in and out of me.

"You like it?" she asked.

"Oh yeah, I love it. I need more, put the cucumber in now, I need more in me." I panted.

"Okay anything you want."

I felt the carrot being pulled out of my preteen pussy and groaned in disappointment when I felt the emptiness. I watched as she picked up the cucumber and spit on it to get it slick. She rubbed it along my wet slit coating it even more with my juices. She teased the entrance to my cunt with it a few times before she actually put it against the tight hole and began to push.

"Ah, Ah, Ah, Ah, AAAAAAAAHHHHHHHHHHHH Oh God it's so big." I panted as she stopped pushing.

I spread my legs even further apart. I bent my legs grabbing them behind the knees and pulled them to my chest. This really exposed and opened my pussy. She pushed a little more of the false dildo into me. I moaned softly as it stretched me farther than I have ever been before. I could feel all the little bumps that were on the sides of the cucumber.

"Faster Kelly, Oh push it in faster, please faster, deeper, faster, deeper." I begged her.

"AAAAAAAAAAAHHHHHHHHHHHH, OOOOOHHHHHHH yeah." I sighed when I felt it hitting the back of my young pussy.

I leaned forward enough to see that my cunt lips were stretched tight over the green vegetable as it slid in and out. I could see it shiny with my cunt juice. Kelly looked up at me asking if I wanted the carrot in my butt too. I was panting too hard from the fucking she was giving me with the cucumber to answer so I just nodded my head. I held my breath as she placed the carrot at the entrance to my wrinkled brown ass hole. She put the fat end against my hole and pushed against my anal ring.

"Ugh, Ugh, Ugh." I grunted as she pushed harder to get it in.

"UUUUGGGGHHHHHHH, OOOHHHHHHHH it's in, Oh it's going in." I cried out in surprise as the end of the carrot entered my ass.

"AAAAAAAAAAAHHHHHHH, AAAAAWWWWWWWWWWW, I'm cumming already, OOHHHH don't stop, Oh fuck me, fuck me hard." I screamed.

I clamped my eyes shut and I still saw stars bursting. My hips came off the bed and my body shook like crazy. Kelly held both pieces of vegetables deep inside the holes they were filling letting me ride the wave of pleasure that overpowered me. When my hips settled back down on the bed she began to pump them both back in and out nice and slow.

"AAAAHHHHHHHHH my God that was fantastic." I sighed as I opened my eyes and smiled at her.

"One more time will feel even better." She laughed lightly.

She started to slide both of them faster and faster in and out of my body. I knew it wouldn't take long to explode again. My cunt was oozing its juice out around the cucumber as it pounded in and out of my pussy. My ass was gripping the carrot tightly while it went in and out of my young ass. My vision began to blur as an overwhelming feeling of pleasure washed over me again. I couldn't help but yell out.

"AAAAAAEEEEEEEEOOOOOOOOOOOOHHHHHHHHHHHH."

Kelly twisted each veggie as she pushed them deep inside of me. My legs came together holding them each in their respective holes. I could feel my cunt pulse against the cucumber. My hips were jerking non stop as I cried in pure joy. Tears were streaming down my cheek as my body shook from pleasure.

"What's the matter Becky, are you okay?" she asked out of concern.

"Oh God yes I'm alright. I'm better than alright." I sighed.

She slowly pulled each one out. I could see she watched my holes close back up. She bent down and kissed my well stretched pussy licking up all the juices that were oozing out of my hot hole. I sighed again at the feeling of her tongue against my cunt.

"That was better than I could have ever imagined. I can't wait to see what it feels to have Ken slide his cock into my pussy."

"Yeah right, as if you will ever find out. He is too old to be interested in little kids like us."

"You wait, you just wait and see. By the end of next week I'll have him inside of me." I told her confidently.

"Okay I believe you. How are you going to get him to do it with you?"

"I haven't figured that out but I will. I know he will do it and it will feel so good."

"If you do it with him do you think you can get him to do it with me too?" she asked.

"I bet I could. I sure will try." I promised.

She said she had better get rid of the veggies that we used. We slowly got out of bed and realized just how tired and sore we were. We each pulled on an oversized t-shirt and panties then went down to the kitchen. She dropped both vegetables into the garbage disposal and turned it on. We watched in silence as the machine ground up the evidence of our pleasure. We went into the family room to watch TV until her parents came home.

The next morning after breakfast my parents came to pick me up. I thanked Kelly's mom and dad for everything. I hugged Kelly tightly whispering in her ear that I had a plan forming already and to call me later on that day. She hugged me back whispering that she would call after supper.

I waved one more time after pulling out of the driveway. As we headed home I told my parents that I had a lot of homework to do and I would be in my room most of the day. They told me to study hard which made me smile because the only work I was going to be doing was working on my plan to get Ken to screw me.

To Be Continued