I was sitting at my next-door neighbor's dining room table drinking coffee one day, when I had the experience of my life. As George and I were having our coffee, there was a knock on his back door. When it opened, in walked the girl who lived down the street. 12-year-old Candice, or Candi for short, walked over to George and had a sad look on her face.

"What's wrong?" he asked.

"I didn't know you had company, I have off from school and thought we could play today." George looked at her and said "That's ok. I'm sure my friend would like to have fun too."

"Ok," she said I soon found out that Candi was anything but shy or bashful.

When George finished speaking, Candi walked over to the sideboard in the dining room, sat down her purse, and began removing her clothes.

"She's not shy, is she?" I said to George.

"No!" he said, and I then looked over to see Candi unbuttoning her blouse, and saw her pale pink training bra. Next she undid the hooks on her bra and revealed a pair of little round cones covered in the front with a big red ring and a pointy nipple.

"Candi, why don't you invite our new friend to feel more comfortable?" Candi walked over to me and said "Would you like to take your clothes off and join us?" I almost didn't hear because I was staring at her cute preteen tits.

"OH sure sorry I was staring."

"That's ok, I know I got nice tits." I looked at George and said "this girl doesn't hold back."

"No, I'd say she's outgoing." I had to laugh at George's remark.

Candi was watching as I removed my shirt and slacks and had only my boxers on. "I love playing with George, he's so big." Candi said.

"I'm not really all that." he said. I could understand why she would say that his was most likely the only adult she's ever seen. After George had his shorts off, I said to Candi that I could beat that. I stood up and pulled down my boxers. When Candi's eyes saw my cock she was second-guessing what she said before. "George, I'm sorry to change her opinion of you." I said

"Don't worry, it was my idea you stay in the first place," he said. Candi then opened her pants and pulled them down leaving a pair of white silk panties. For a 12-year-old, Candi was very well built. I held out my hand to Candi and she walked over to me and I bent down and began kissing her fully on the lips.

As I put my hands around her I rested them on the small of her back. As we were kissing, George walked up behind her and was feeling and rubbing her back. While I had my hands on her back, I slipped my fingers into the waistband of her panties and began working them down. Now that I was this close to Candi, I saw that she had pure blonde hair and that made me wonder what I would find on the other end. "Candi, when you have sex with me there are certain things you have to do." I told her. "If you want me to do any of that bondage stuff I'm leaving," she answered.

"No I meant that when I have sex you have to let me eat your pussy. You see Candi, I'm a fanatic on eating pussy. Have you ever had your pussy eaten before?"

"George has done it a few times it kinda feels good," Candi said.

We moved over to the couch and I knelt in front of Candi and pulled her panties the rest of the way off. After I got her panties off I wanted to look real close to see if I could find any blonde hairs on her pussy. When she was out of her panties I had her sit on the edge of the couch, lie back, and hold her legs behind her knees so she could really open up her pussy for me. I also wanted to see how well developed her asshole was When I found her asshole I couldn't believe how big it was.

"George, did you ever take notice of how nice Candi's asshole is?"

"No I never took the time to look. WOW! It's hard to believe a girl her age has such a beautiful asshole." George said. While I was getting Candi comfortable, George was undressing. Then he knelt on her right side and pointed his cock at her mouth. I spent almost a half an hour with my tongue and fingers exploring Candi's pussy. This gave her several good orgasms.

Now that I had a close look, I saw Candi' had a beautiful, but not quite fully grown pussy lips. I did find 5 or 6 pure blonde hairs on it. "George let's trade, I want to see how she does with a cock." George and I switched places and then I stuck my cock in her face. Candi took my cock in her mouth and created a large amount of vacuum pressure. This girl could really suck cock.

"Candi, which one of us do you want in your pussy first?" I asked. "George and I both agree that since you're new here, you get in my pussy first." I looked over and George was agreeing vigorously.

I had Candi turn and lie flat on the couch "Just stay on your back."

"Oh ok, I like to get it on my back." She said. I got on the couch and got between her legs. When I was in position I took my left hand and placed my cock at the entrance of her pussy. I could tell that George had been stretching her the times they had been together. I gently pushed and my cock went in easily. I shifted my weight and slowly started moving in and out.

"Gee Candi, what a nice pussy! I enjoy fucking you."

"Thanks. You fill me up more than George," she said.

"Did she hurt your feelings George?" I asked.

"No she's a little girl and she needs to try different size cocks." He said. By this time I was moving at top speed. I did slow down enough to ask Candi where she wanted me to cum.

"Don't cum yet. I want you and George to cum on my belly at the same time. I love a white belly." I slowed to a stop and backed out of Candi's pussy to let George fuck her. I had Candi nice and wet, so George slid right in and began pumping. For the next ten minutes George did some good hard fucking and we both gave Candi several good orgasms.

Candi looked at me and saw I was getting a little soft so she took my cock back in her mouth to firm it up. "Take it easy so I don't cum." I reminded her. "Candi, sit back up. I want to play some more before I cum."

"Ok." She said. I had Candi sit on the couch like she did before with her crotch open. I took a few licks at her pussy. I had to admit Candi had a very tasty pussy. I took my tongue and started playing with her asshole. When this happened, it gave Candi an instant orgasm.

After a few more minutes of tongue play George and I had Candi lie flat on the couch and then we took our cocks and aimed them at her belly. George and I began pulling on our cocks. When George began cumming he covered her upper chest and her tits. I took aim and covered her lower belly and got a few drops right in the top of her pussy slit.

"Wow I don't think I've ever had a cum that intense before." I said.

"Me either." George said.

"George, now that we're finished, can I use the shower?" Candi asked.

"Sure," he said. After she was out, I went in and freshened up. I looked at George and said "Maybe I should come over more often."