The Mall

I saw her standing in the food court at the mall. Her mom was divorced and trying to make it on her own. Her dad was nowhere to be found. They lived just a couple of houses away from me and I had watched Lyn from the time she was about 3 when I moved into the neighborhood until now. She was growing into quite a pretty young lady and would now be around 11.

I had offered to help them out a few times with handy man type work, and even mowed their yard for them. Over the past few years, I had even babysat a few times. I was like an "uncle" that was always there when needed. I was retired (at an early age due to some very good lottery numbers) and had lots of free time on my hands. Usually, that free time was spent surfing the internet for porn or chats.

She had an olive tone to her skin, and Asian features. Her mom had once told me Lyn's dad was Filipino. Lyn was very petite, had long dark hair which she usually wore in a ponytail, like today. She was dressed in tight cotton shorts which were probably last year's judging by the tightness, and a cotton tank top without benefit of a bra. At this point, her breasts were barely swells on her otherwise flat chest.

Lyn's legs were firm and her stomach was flat. I knew she played a lot of soccer, and also had been a cheerleader for her middle school football team.

When I spotted her, she looked like she was frantically searching for someone. I called her mom (Mona) on my cell, and she advised me she had been called into work, and hadn't made it back to the mall to pick Lyn up yet. Since she hadn't bought her daughter a cell phone, there was no way to contact her. She had just been thinking about calling me to see if I was available to pick her daughter up. When she had dropped her off, it was an experiment to show Lyn she could be trusted to be left alone in a public place.

I graciously offered to drive Lyn back to my house and keep an eye on her after Mona told me she might be pretty late. I assured her we would find something to do and if it was too late, Lyn could sleep over as she knew I had plenty of room and Lyn had done that before. Mona was relieved as her boss had walked in at that point and advised her it would be a very long night.

"Lyn?" I called out to her.

"Oh hi, Uncle Ricky. I'm looking for my mom. She was supposed to pick me up, but she's not here."

"I just talked to her on the phone. She was called into work, but I told her that I would give you a ride home and you could stay with me. That is, if you want to?" I ended it in a question to let her know she could have an opinion.

"Really? Thank you. I was, um, I mean thanks."

I think she wanted to say she was getting scared, but wanted me to think she was a little more grown up than that.

I put my arm around her and led her out to my big 4 wheel drive pick-up in the parking lot. I had just picked it up from the dealer that morning after having some modifications done (a lift kit was the biggie-now it sat even higher than the stock ride). I opened the door for her, and put my hands on her waist to help lift her up. As I did, my face was just inches away from that tight, round butt. I had wanted Lyn for some time, and had several masturbatory fantasies, especially over the last year.

"Wow, Uncle Ricky, this is a BIG truck, but I like it."

I stretched the seat belt around her, I "accidentally" managed to brush her small breast with the back of my hand and the back of my other hand "accidentally" brushed across her cotton covered pussy mound. I looked directly into her eyes, and she just smiled trustingly as I adjusted the belt. As I walked around to get in, I had to adjust my erection that was beginning to show up.

As we started to drive away, I mentioned to her that her mom may have to work late, but she was welcome to spend the night if she got tired or fell asleep.

"But, I don't have any clothes, Uncle Ricky."

"Don't worry, sweetie, I'm sure we can work something out."

This seemed to satisfy her, and she sat quietly, her hands in her lap, staring out the window for the short drive. As we turned into my driveway, I mentioned that the finishing touches on my new in-ground swimming pool had been completed the day before. The water was now ready for swimming if she was interested.

"But, I don't have anything to wear for swimming either!" she told me as her face turned into a frown, her lips pouting slightly.

"Well, Lyn, like I said, I'm sure we can come up with something."

That seemed to do the trick as I was rewarded with a big smile. I was pleased to see she was waiting for me to help her out of the truck, too. I reached in to unbuckle the seat belt, my hand moving across her shorts as before. When I stepped back to help her out, she yelled "catch me!" and lunged into my arms.

We both laughed, as I caught her. She was at just the right height that when I grabbed her, my hands went around her butt. My erection, that had subsided during the drive, was coming back and I wasn't sure how she would react, but my attraction to petite, developing girls was about to gain momentum.

I stood there and hugged her for a few moments, enjoying the feel of her small body. At this height, my face was level with her breast mounds. I pressed my face to her chest as I squeezed her legs. More giggling. I raised her up a bit, and slung her over my shoulder before walking into the house. Lyn swatted my butt in a feeble attempt to make me turn her loose. In return, I swatted her cotton covered butt. I was truly hoping before long, I could be doing that without any covering!

She was a very likable girl, and very friendly. There was a trust about her that usually was found in kids, especially kids who grew up around someone. I carried her into the house before letting her down. Of course, I took the opportunity to squeeze that sexy little butt as I did, bringing more giggles from the youngster.

"Lyn? How old are you now? I remember when I moved into the neighborhood, but you sure seem to have grown up."

Giggles, before she said: "I just turned 11 last month."

"11! Wow! That's getting on up there!" I teased her. This brought more laughs and smiles. "Since I didn't see you on your birthday, I should give you a birthday spanking today!"

"No way!" she yelled amid giggles, as she covered her butt with her hands and backed away.

I grabbed for her, and easily caught her wiggling form pulling her across my lap as I sat down on the sofa. I pinned her arms over her head with one hand and her legs between mine, effectively holding her in place across one leg.

"NO, Uncle Ricky!" she yelled.

SWAT! SWAT! As I paddled her with my hand. I wasn't spanking her hard, just friendly little swats. When I noticed she stopped struggling, I released her hands and just kept one hand on her back. My erection was now an obvious lump against her hip as I held her between my legs.

Completing the 11 swats (with 1 to grow on), I released my grip. She rested her chin in her hands and looked back at me with a sweet smile. "Was that all, Uncle Ricky? You can spank me some more if you want. Just not hard, ok?" Who was I to refuse?

I decided to push it a little. "Lyn, you know if I was giving you a spanking for real, I would have you take off your shorts and panties. When I spanked my kids, that's how I did it." I waited for her reaction.

"Well, I guess that's ok. But you gotta promise not to tell mom. She says I'm not s'posed to let anyone see my bottom." It was answered prayers! "Are you sure?" She nodded, smiling that sweet smile.

I eased my fingers into the waist of her shorts and panties, then tugged them down over the swell of her hips. She raised herself up to allow me to pull them down without resistance. And then, there it was. The perfect little bubble ass I had dreamed of seeing so many times. Because of her olive complexion, she appeared to have a natural tan. I ran my hand over her smooth flesh, and she closed eyes, dropping her head to the arm of the sofa. I couldn't help but wonder how many other men had seen this vision or touched that skin.

Lovingly, I caressed her bottom before bringing my hand down, leaving a red hand print. I looked to her for some reaction. She was smiling!

SMACK! SMACK! SMACK! SMACK! She continued to smile, and even arched her hips upwards as if she wanted to increase the contact! After several more, both her ass and my hand were bright red. She still hadn't even whimpered. Now, instead of another smack, I began to gently rub her red cheeks. She was almost purring. As I kneaded the firm flesh, I separated the globes, working my fingers into the valley leading to her sphincter.

I ran a fingertip over the puckered ring and she once more raised her hips to meet my fingers. Although I wanted to plunge my finger in (and my cock!), I moved across it and extended my exploratory journey to the treasure just below. She opened her legs wider, her smile widening.

I didn't know who had done this before, maybe it was just Lyn exploring on her own, but she definitely knew where my fingers were going and she wanted me to have total access.

As my fingers brushed across the opening to her love tunnel, she placed one foot on the floor. I thought briefly I had gone too far. Instead of pulling away, she brought both legs up and lay fully across my lap, then dropped her right foot to the floor, giving me total access to her treasure.

As my shaky hands once more found their goal, I had to say something. My breathing was already ragged, and it came out in a hoarse whisper: "Lyn, you have the sexiest little ass. I just have to ask though, has anyone done this to you before? I mean, most girls don't like spankings."

"Promise you won't tell?" as she looked back at me.

"I already promised that, sweetie," I said as I continued to rub, my finger brushing that little magic button.

"My best friend, Gina? She does sex stuff with her brother? She said sometimes he spanks her and it feels good? So, I thought if it feels good when it usually hurts, maybe you could make it feel good? And she said her brother touches her private place? And that feels really good? So I was hoping that maybe if I let you spank me you would touch my private place like I do sometimes?" Everything ran together, and every sentence ended in a question, the way a lot of kids talked today.

"So her brother never spanked you or touched your private place?" She shook her head as I continued to play with her hairless pussy.

"Do you have a boyfriend, Lyn?"

She turned her face away from me, but not before I noticed it was turning red before. She softly responded with a "no."

"Why not? You're a very pretty girl, have a great smile and I love to hear you laugh."

Her head popped up. "Pretty? Me? I don't think so. No one ever told me that before, Uncle Ricky."

"Well, I think the boys around here need their eyes checked! And besides, I think you're very sexy" I told her as I continued to explore her "private place."

That brought her head up. "Sexy? Me? I don't even really have boobs yet. And I prolly won't have either. Mommy says hers are little so mine prolly will be, too. Guys like big boobies don't they, Uncle Ricky? Gina already has to wear a bra, her boobies are so big. All the boys hang around her like I don't know what. She wears short skirts, too, and they always try to see her panties."

That brought a laugh from me. "Not every guy likes big boobies. I like smaller ones. They tend to be more sensitive than big ones."

"Sensitive,. Uncle? I dunno what you mean."

This was my opportunity. "Would you like me to show you?"

She blushed and ducked her head, but nodded. By this time, she was beginning to get wet, as her natural juices were beginning to flow inside her virginal pussy.

I withdrew my hand and told her to stand up and take off her shirt. She was a little hesitant, but after all, I had just been playing with her pussy, so showing me her budding boobies wasn't that big of a deal.

She lifted the garment over her head, her ponytail bouncing as she did so. Now, she stood completely nude in front of me. I reached for her and pulled her back to my lap, this time laying face up. My right hand went to her left breast and I began massaging the swell. Once more, her eyes closed. She placed a small hand on top of mine.

Her nipples were eraser-sized, topping quarter-sized aureola that were only slightly darker than her olive skin. I pinched and pulled at the nub, causing her to squirm on my lap. I brought my left hand down to tease the other nipple, and moved my right hand back down to cover her hairless mound.

"See? The nipples are poking out now because they are so sensitive. Girls with bigger breasts still enjoy this, but smaller breasts respond more. Do you like this?"

Another nod, as she moaned.

"Would you like me to show you more?"

Nod.

My fingers separated her pussy folds, my middle finger diving into the entrance to her tunnel. She spread her legs again, inviting me to continue. And continue I did. As I pressed inside her, I noticed the absence of a hymen.

"Lyn? Has anyone done this before? I don't feel your hymen." It came out in a whisper. I so wanted to be her first, but right now, I would be willing to be her second, third, or whatever number! She was sexy, ready and nude in my lap!

Her eyes opened and she whispered in reply: "Please don't stop doing that, Uncle Ricky. That hymen thingy tore when I fell wrong in cheerleader practice. Are you mad? Nobody ever did this before, I promise. Um, I, um, actually hoped you would do it first." She looked away as she finished. This precious angel had a schoolgirl crush on me and wanted me to be her first! That was something I could live with!

When she said that, my cock almost ripped through my pants! I pushed my middle finger deeper, fully inside her, then began to work it in and out, slowly finger fucking her.

I know her system was in overload as I continued massaging her breasts with one hand while fingering her virginal slit. Using the heel of my right hand, I put pressure on her clit, increasing the pleasure feelings. Soon, I could tell she was going over the top. She reached her peak with a shudder and I removed my finger from her pussy, leaving my left hand covering her breast.

"Wha, wha, what just happened?" she asked as her breathing returned to normal.

"You just had what is called an orgasm, Lyn," I told her.

"Wow! I never did that before."

She looked up at me smiling.

"Well, there are lots of ways to do that, and I just showed you one. Would you like to learn more?"

"Would you teach me, please?"

Someone once told me that if you gave a girl an orgasm, she would be hooked. Lyn proved that adage to be true.

"Of course, Lyn," I told her as I picked her up and carried her to my bedroom. She didn't question me as I lay her on the bed, then started undressing. As my cock popped free of the confines of my jeans, Lyn's eyes widened. I think she knew enough to know what it was for.

"Is, is, is that supposed to go in me down there?"

As I moved next to her on the bed, I turned her face to mine and kissed those sweet lips. My tongue parted her lips and pushed into her mouth. She didn't resist, but pushed back against me. I pushed her back onto the bed, one of my legs between hers, the back of my thigh rubbing her cunny. Her legs spread wider to allow me access.

Of course, as I did this, my cock was rubbing against her other thigh. I moved a hand over hers and brought it to rest on my throbbing cock. I broke the kiss and looked into her large, brown eyes. Those eyes so soft and trusting.

"It's OK, Lyn," I whispered to her. "If you want it, touch it."

Her small hand wrapped around my shaft as I removed my hand.

"It's so hot. It's weird that it's soft and hard at the same time." Her hand remained closed and I moved my hips back and forth, sliding my cock in her fist. "You made me this way, Lyn. You got me excited, and now my cock is hard because it's ready to give you and me both pleasure."

I knew I was at a point of no return. I was ready to take this girl whether she wanted it or not. And she did. Her hand never left my cock as I moved over her, positioning myself between her slender legs. I moved a pillow under her hips to put her in a better position.

She looked up at me with soft, trusting eyes.

"This might hurt until you stretch a little, but then it will start to feel better, OK?"

Another nod, biting her lip, which drove me over the edge. The lip-biting was my downfall.

She was so wet from her orgasm and her own excitement, and my pre-cum was leaking enough to make the entrance slick. I rubbed the tip of my cock up and down her slit, then came to rest at the entrance to her tunnel.

As she looked up at me, I pushed inside. I hated that it caused her any pain, or tears. I allowed her time to recover before I continued. I could feel her pussy stretch as I pushed more and more of my shaft inside her.

Slowly, I began to move in and out. Her tears dried and her eyes closed as her hips began to move with me. Her instincts took over as she experienced the new feelings of sexual awakening.

She was so tight, I knew I wouldn't last long the first time. I just wanted to last long enough to give her one more orgasm. That came pretty quickly.

"Oh Uncle Rickyyyyy,,, oh, it's happening againnnnNNNNNNNN!!!!!" as her hips bucked under me.

That was all I needed to go over the edge. I held deep inside her and sprayed my seed. I held my weight off her as I unloaded spurt after spurt of hot cum.

"UNGGGGHHHHHH!!!!!!"

When I finally emptied my balls, I looked at her.

"I came too, Lyn. You did that for me."

A huge smile spread across her face. It was obvious Lyn had needed to feel needed. She had just learned how.

"Wow, Uncle Ricky, that was awesome! It hurt at first, but then it felt really good and then you were moving and those tingles started in me and then it felt good again and then I could feel your thingy twitching and then I felt something warm shoot inside me. What was that?" One of the things I loved about younger girls is that they had the ability to ask ten questions in one. I just thought it was so cute.

I held my weight off her as my cock deflated. I could feel as it started to slide from her pussy, and knew there would be cum and blood on the sheets. I didn't want to scare her, so I rolled off her and told her I would be right back. I walked into the bathroom and came back with a warm, wet cloth and gently washed her.

"Um, what we just did, I mean, did we do sex?" she asked softly as I washed our residue from her thighs and pussy.

I finished up and lay next to her, wrapping her petite body in my arms. "Yes, sweetie, we did sex. It's also called fucking or a dozen other names. I hope I didn't hurt you." I kissed the top of her head.

She looked up at me with those soft, brown eyes. "No, well maybe a little at first. But when I had those, what did you call them? Organisms? Those felt awesome!"

I chuckled at her name for that pleasure feeling. "That's pretty close, honey. It's called an orgasm. I knew the first time would hurt a little, but I'm glad you had an organism!" I swatted her naked butt when I said that, much to her delight.

"Is that all there is to it? I mean, I liked it an everything, but is that all?"

"No Lyn, , that's just a little part of it. As long as you like this and want to keep learning, I'll be more than happy to teach you. I hope you understand what kind of trouble I can get into if anyone finds out, though."

She thought about that for a couple of minutes. "I know mama said one day I would learn about stuff like this. I watched her and a guy. She saw me, but he didn't. We talked about it the next day, and she said someday I would wanna do stuff, but it was up to me, if I wanted to start doing it all the time after I got my period, she would put me on the pill, but I haven't started my periods yet, but I guess I could any time." She stopped for a breath. "She told me I didn't have to tell her who I was doin' as long as I was ok with it, but it was up to me. So I won't tell her, ok?" Another breath, as she looked up at me with those big eyes.

"That was a mouthful!" I told her. She giggled. "So I guess what you are trying to tell me is that you want to learn more if I want to teach you. Am I right?"

She giggled again and let her hand slide to my semi-hard cock. "Yep, that's what I was tryin' to tell you! Now, how does this get hard, what else is there, what else can we do, I'm still kinda sore, but it's a good sore like when I worked out before soccer games and stuff."

In the back of my mind, I was wishing Mona wouldn't come home all weekend.