My name is Dave and I live with Pauline and her mother, Sally. Maybe one day Sally and I will get married, but nothing has been arranged yet. Pauline's dad left home when she was three, and never really knew him. Apart from a card at Christmas and for her birthday, she has no contact with him.

Pauline is a bright 12 year old, with long dark hair, green eyes, and can be a bit of a madam sometimes. Other times she can be so cute she can twist you round her little finger. Not that you could really call Pauline cute, she is quite a big girl, well built, but not fat by any means.

I've been going out with Sally for about two years and moved in with her and Pauline about six months ago. I get on very well with Pauline, maybe it's because obviously I get on very well with her mum, but possibly also because Pauline needs a father figure around the house

As I said, Pauline and I get on very well with each other. We will often have a cuddle on the settee at home, and play fighting sometimes. Sally doesn't seem to mind the attention that Pauline gets, and she herself gets plenty of attention when she and I are alone, if you know what I mean. And Pauline also knows what her mum and I do together. Sally has never had a problem with her daughter knowing about sex, and it is not a taboo subject. If it comes up in conversation it is dealt with appropriately.

Sally goes out in the evenings two or three evenings a week, and so I look after Pauline. I have never had any sexual feelings towards Pauline, though I had noticed that she was starting to change from a child to a young woman. Obviously, living with her and her mum, sometimes she may wander around in her underwear, and occasionally I have seen her either topless or naked. There was nothing untoward in these situations, they just happened naturally around the house.

However, things with Pauline started to change about a month ago. Sally had gone out one evening as usual and Pauline and I were cuddled up on the settee. Nothing unusual in that at all. I like a drink in the evening, and I had a whisky and lemonade and Pauline had just a lemonade. I was sitting on the end of the settee and Pauline was laid along the settee with her body resting on my lap and her feet out towards the other end. We had been like this before, but usually, she would sit beside me, or sit up so I could put my arm around her shoulders.

Anyway, she was laid across me and my hand naturally rested on her stomach. She was wearing t-shirt and jeans, so I really had my hand on her t-shirt over her stomach.. I started to move my hand around in a circle, and she wriggled a bit.

"Do you like that," I asked.

"It tickles a bit, but it's ok," she replied

So I continued the circular motion for a bit, moving my hand up and down a little bit as I did so. I noticed that her t-shirt was riding up a bit, so pulled it down, and as I did so noticed that the material was stretched across her chest somewhat, and showed the outline of her developing titties. Ok, I was aware she was starting to grow, but I had never really thought about her in sexy terms, but seeing that outline just suddenly made me realize that she was indeed sexy, in a very young girl sort of way. It was a strange feeling, one I had never felt before, but from that moment I started to look at Pauline in a different way. In a fleeting couple of seconds, my thoughts wandered, and I wanted to see those titties, I wanted to see her naked. Although I had seen her naked a few time over the last couple of years, that was natural. I wanted to see her naked now as a sexual experience. What was wrong with me? Wanting to see a 12 year old girl without any clothes on.

I was scared, I can tell you. Only a couple seconds had passed, but these thoughts had gone through my mind. My next thought was how was I going to be able to do this? I couldn't just ask her to take her clothes off, could I? No! Would I be able engineer it somehow to just see her tits? I didn't know. My mind was racing with different thoughts - all this just because I had pulled her t-shirt tight over her chest. She was quite oblivious to what was going on in my head, probably not ever aware that the outline of her tits were showing. She was watching the tv. What was I to do?

Reality kicked back in and I still had my hand on her stomach. I reached for my drink, and had a big gulp. As I did this Pauline sat up to have some of her drink. The moment was over, she would probably stay sitting now. Hey maybe I could put my arm round her shoulder and 'accidentally' touch her. She put her drink down, and said to me,

"Can I lay down again - I liked that?"

"Yes, sure," I replied, and helped her lay back down comfortably across my lap again. I was hesitant to put my hand on her stomach again, but no sooner had she got settled than she said,

"Rub my tummy, like you did just now, that was nice."

Wow, what an open invitation. Was I dreaming? But could I try to go any further? Why, only a couple of minutes ago I had never had such thoughts, and here I was now getting excited by a 12 year old girl.

I put my hand on her stomach again, and started to rub it in a circular motion. "Like this?" I asked.

"That's nice," Pauline said.

As my hand was going round and round slowly, I noticed that as my hand went down, it pulled on her t-shirt tightening it over her titties. I wasn't sure how far this was going to go, and I said to her, "Look what happens when I do this. As I bring my hand down it pulls your t-shirt against our little bumps."

I didn't know how she would react to this comment, but I thought if she was embarrassed and didn't want to carry on, this would be a good time to stop. She knew I was aware that she was growing, as this had been part of general family conversation when her mum was around. But maybe she wouldn't be so happy with me being quite so personal when we were alone.

"Ooh, yes," she replied and she got hold of her t-shirt in both hands and pulled it down as far as the fabric would allow. "Look, they really stick out now, don't' they?"

I didn't really know what to say. I certainly did not expect her to say this. She was anything but embarrassed, she was actually proud to show me. Taken aback a bit, all I could really say was, "Yes they do".

Anyway, it appeared she wasn't shy about her body, so I thought maybe I could get a bit more brazen. So I pushed her t-shirt up a few inches and started rubbing her bare stomach. Gradually I moved my hand up under her t-shirt, but not too far. She seemed to be enjoying this so far and I said to her "You like this?"

"Oh yes, that feels nice," Pauline said.

So I carried on, and my hand got further up under her t-shirt until I started to feel those little mounds. I thought maybe this was far enough and she would put a stop to the proceedings. Surely she could feel where my hand was, but she made no attempt to stop me. Still being careful I started to move my hand up the middle of her chest, between her titties, not touching them, but close. I wondered if I could move her t-shirt up a bit more, so took my hand away so I could push it up a bit, but before I even got that far she said, "Ohh, I was enjoying that."

"Yes, so was I, but I was just going to push your t-shirt up a bit more. Is that all right?"

"Oh, ok," she replied.

So I moved her t-shirt up a bit more, but there seemed to be an awful lot of material - it was one of those loosed t-shirts. Then I had an idea.

"Hey, how about taking your t-shirt off? What do you think?", I proposed, in trepidation.

"Mmm, dunno, I got nothing on underneath."

My heart sank. It seemed I had gone too far. "Oh, I just thought it would be easier to carry on rubbing your tummy without your t-shirt in the way. You still want me to do that, don't you?"

"Ok then. But before I do I want another drink."

"That's all right," I said relieved and in anticipation of her taking her t-shirt off.

"But I want the same as you, whisky."

I thought about this. I knew she had tasted alcohol before, but not much, and I knew her mum wouldn't like Pauline having it. But her mum didn't need to know. Pauline sure as heck wasn't going to tell her, and neither was I.

"Ok," I said, "you can have some whisky, but after you take it off."

"That's not fair, I promise if you let me have some whisky I'll take it off."

"And I promise that if you take your t-shirt off, you can have the drink. That's the deal." I was prepared anyway to let her have the drink before, but I was anxious for her to get topless!

"Ok then, but promise?", she queried.

"Cross my heart and hope to die. Promise."

There was no way she was going to get the t-shirt off lying down, so I put my hand under her shoulders and helped her sit up. She was no longer sitting on me, and was actually facing away from me as she slipped the t-shirt over her head. However I did not make a big deal about it. After all she had taken it off, although I had still not seen her titties.

"You want your drink before we carry on?" I asked as I got up from the sofa, trying not to make too much of trying to look at her. After all I didn't want to embarrass her.

"Yes please," she said eagerly, a big one.

"Well not too big." And I got us each a drink - my God, did I need one as well! I didn't give her too much, I didn't want her breath to smell too much. Her mother would not have been pleased!

By this time Pauline had turned to sit on the settee normally so when I went round to give her the drink I could see her chest. "Gosh, you look nice," I said, "have a taste of this." I gave her the drink and she tasted it.

"Mmm, I like," she said.

"Well you have your drink while I go to the loo." I really needed to go, and this was a good time, before we carried on. I found it a bit difficult to actually go, as I was getting stiff, and seeing Pauline topless didn't help. I was gone for about two or three minutes, and I wondered if Pauline would have put her t-shirt back on. I was relieved when I went back into the lounge to see she was still sitting on the settee, and had nearly finished her drink. I sat down next to her and had my drink, I was thirsty and it only took two long gulps to finish it.

"Are you ok?", I said to Pauline. "I thought while I was upstairs you might have put your top back on. I'm glad you didn't, because you look lovely."

All she said was, "No, I was having my drink."

"You don't mind being topless then?" I asked.

"It feels a bit strange not having my t-shirt on, but it's kinda nice at the same time."

"So you don't mind me looking at you, seeing your tits?" I said, making sure she was aware that I really did want to look at her.

"They're hardly tits yet," she said, "just titties, or boobies as some of the girls call them. Anyway if I minded you seeing them I wouldn't have taken off my t-shirt."

"No, I suppose not. Finish your drink and then you can lay across me. Ok?"

"Ok." And she finished her drink, put the glass down and then turned round to lay back down across my lap. She wriggled about a bit (which didn't do my manhood and favours!) and got comfortable.

"You comfortable now?" I asked.

"Yes thanks, fine."

"Then let's carry on."

I put my hand on her stomach, and started moving it around. "Is that all right?" I said to her.

"Yes, that's nice."

"You know, you look very sexy lying there like that.

"Do I?" she said in a little girly sort of way, almost as if she knew it but wanted to give the impression she didn't.

Then I put my other hand on her as well, moving both around slowly. However my right hand was nearer her developing chest and brushed against the mounds lightly a couple of times. Pauline didn't flinch at all, but she must have felt.

Then I moved both hands up and used a finger of each hand to lightly run around each little tit.

"Hey, that tickles," she said.

"You want me to stop?" I asked

"No, just don't tickle."

I now knew that she had no problem in me playing around the area of her titties, but would she let me touch them. They were so attractive and inviting. I continued running my fingers in circles, but with just a little more pressure.

"Is that better?" I asked.

"Yes, that's better."

"You know, you really are sexy lying there topless showing off your titties." I suppose there are things that a grown man should not be saying to 12 year old girl, and I daresay that is one of them.

"I rather like it actually. I've got used to it now you've been looking for a while."

"You really don't mind me looking at them, and talking about them?" I asked, really for re-assurance.

"No, it's fine," she said.

I started to move my fingers more towards the nipples, maybe only a half inch or so from where they were before, but this was definitely on the lower slopes of her developing chest.

I noticed that she was getting excited as, small as they were, her nipples were getting hard and sticking up a little.

"Look at your nipples," I said, they're getting hard."

She looked at them and said, "I know, they've done that before when I touched them."

"Why don't you touch them now."

I took my hands away and felt each nipple in turn. "They are hard."

"Obviously you are getting excited exposing yourself and having your body rubbed," I said. "Do you play with your titties a lot?"

"Sometimes," she said.

"Don't be shy, it's normal for girls to play with themselves in private. Boys do it as well. It's nothing to be ashamed about," I reassured her.

She replied, "As I said, sometimes, mostly when I get ready for bed, and look in the mirror to see if they are growing."

"Show me what you do."

She put both hand over her titties and moved them in a circular motion, then tried to push them together, but she didn't yet have enough to make a cleavage. She pressed them from each side, making them stick out a bit. Then she held each nipple between finger and thumb. "They feel harder now than usual," she said.

"I know I shouldn't do, but can I feel your nipples? I won't if you don't want me to," I asked, hoping she would agree. She did! Wow! They looked hard, and they certainly were. Then I slid my fingers down and felt the lovely softness of those mounds. I put one hand over each titty and really just had a good feel.

"Ok?" I asked her, "Do you like that?"

"Mmm, yes."

I moved my hands away, down to her stomach again, then started to run them around her torso. No part of her front was excluded from their roaming, from her neck, over her tits and down to her tummy. I paid particular attention to her titties obviously, but not exclusively. After a couple of minutes I said to her,

"Let me know when you've had enough, and I'll stop."

"No, don't stop, it's lovely," she said in a dreamlike way.

So I carried on for a few minutes. I can tell you that I was enjoying this as much as she was. Having a good feel of those little titties was making me a little uncomfortable in my trousers, but hey, small price to pay for the excitement.

I though I would try to be a bit more daring. So far I had concentrated on her above the waist, but what about below? Maybe that would be out of bounds. After all a lot of girls are quite happy to go topless, but showing what was between their legs was a different thing altogether. I carried on feeling her chest with one hand, and with the other I moved lower to the waistband of her jeans. I tentatively put a couple of fingers down the top, then pulled them out again. No adverse reaction from Pauline.

I ran that hand down again, but this time over her jeans, down one thigh, then up again and across and down the other. But I kept my hand away from the most interesting part. Gently does it! By this time I had stopped rubbing her chest completely, just concentrating on the hand lower down. As I was feeling her thighs, she opened her legs, almost subconsciously I thought. I could really run my hand up and down her thighs, almost to the top.

"Is that ok?" I asked as I felt her thighs.

"Yes," she murmered.

"Tell me any time you want me to stop."

"Ok," she murmered again. I wondered if the whisky she had was having an effect.

Then I started to rub the inside of her thighs, moving from one to the other across the top of her legs. With jeans on there was so much thick material there what with seams and that, I couldn't feel anything. But she didn't stop me!

I thought I'd try down her waistband again. I put a couple of fingers in, then gently slid my hand inside. Just to check with her I said "Ok?" Just a murmer back, but she was definitely with it. I looked at her as I pulled my hand out and slipped it back in, and she was just watching me, looking quite happy.

I pushed my hand a bit further this time and felt the top of her knickers. Oh, that was heaven. But that was as far as my hand would go. The waistband was fairly tight anyway, and my hand would have made it tighter still.

"Shall we undo your jeans?" I asked Pauline.

"Ok," she replied and before I could try to undo them myself, she had her hands at her waist and undid the waist buttons and pulled her zip down.

"You alright doing this?" I asked. I didn't want her to think she had to do this. "You can say no if you want to."

"No, it's ok."

"Really?" I said, just checking.

"Really, yes," she replied. I could detect nothing in her voice to indicate she was being forced to do anything.

I pulled apart the flaps of her jeans, and I could see a fair amount of her knickers. Not all the way down by any means, because the jeans had only a short zip.

At this sight I said to Pauline, "Ah pink knickers. That's nice. But you really are a naughty girl for letting me see them."

"I know," she said, "and for letting you see my titties."

"Yes a very naughty girl for doing all that. And I love you for it."

"That's nice, I love you too, Dave."

"Thanks," I said, "now let's see what we have down here."

I felt her knickers. They were just normal cotton ones. Pink, with a little bow in the middle of the waistband. I put my hand flat on them and moved it round like I had on her tummy.

"Is that nice, Pauline?" I asked.

"Ooh, yes."

I took that as ok to carry on. I pushed my hand further in and felt down to her right leg. I could feel the skin on her leg, then her knickers. I took my hand out and then said to her, "Mmm very nice. I think I'll put my hand inside your knickers now."

No comment from Pauline! I started to put my hand inside the waistband of her knickers from the top. About half an inch in I stopped. Just in case she didn't want me to do this. Then I moved about another half inch. She still didn't stop me. I moved my hand side to side and gradually moved in further. Up till now I had only felt lovely smooth skin, but then I felt something else. I could feel some hairs growing there. I really hadn't thought about that, but I suppose if her titties were coming, then so would her pubic hair. I pushed just a little bit further, and there felt like quite a bit of hair. Once again I turned to her.

"You alright with me doing this? I can feel you're getting hairy."

"You're ok." She said. Wow, she actually seemed to be enjoying it!

Then I thought it would be better if she pulled her jeans down, but they wouldn't go down unless she either lifter her bum up in the air, or she stood up.

"Want to take your jeans off, or at least pull them down a bit?" I asked, not quite sure what the answer would be.

"I need to go to the loo," she said. The drink and the excitement must have been getting to her.

"Ok," I said, "but be quick."

So I helped her up again, she did up her jeans and went upstairs to the loo. Then I heard her go into her room and I thought that she maybe was going to put a top on, as she had left her t-shirt downstairs, and gone up topless. Her having a break gave me a chance to adjust myself, as I was quite uncomfortable.

I heard her coming down the stairs, and I was ready for a disappointment, but this changed when she came into the room. She was wearing just her knickers. She had stayed topless and had taken her jeans off.

"How do you like this?" she asked.

"Very much," I said, "you sexy little thing."

"You think I'm sexy?"

"Any girl in just her knickers would be sexy, but you make it super sexy."

"Thanks," she said coyly.

Just then I looked at the clock. I couldn't believe how time had flown by.

"Pauline, look at the time! Mum will be home in half an hour, and you should be in bed, and have had a shower. You haven't had supper. Do you want something to eat."

"Just a choccy biccy," she said. I started to get up to go and get her one. "Ok, Dave, I'll go and get it."

"But you've got nothing on."

"I've got knickers on. Anyway who's going to see me?"

"I suppose you're right."

"So if I didn't have anything on, still no-one would see me."

"Well, I suppose so." No faulting the logic there.

"So can I take them off, then get my biccy?"

Okay, it's one thing having Pauline topless, or naked, when just me around, but in the kitchen the light would be on. But she was right, no-one would see her, unless there was someone in the back garden. But I fancied the idea of seeing her naked, and also liked the idea of her going around the house naked.

I was still sitting on the settee. "Come here," I said. Pauline was only a few feet from me anyway, but I stood her in front of me. "No, you can't take your knickers off. But I can! Deal?"

"Deal," she said.

I put my hand in the waistband of her knickers and pulled them down a bit, then stopped and admired her. Then I pulled them down a bit more. I could see some of her hairs, but not all of them. I looked again at her for a few seconds. Then I pulled them to halfway down her thighs. Oh gosh. A fair amount of dark hair, even more inside the slit but she would need a lot more hair before her slit was covered. And what a mound! Not flat like some girls, but quite well pronounced. I slipped her knickers right down and she stepped out of them.

"Right, young lady, you are a very naughty sexy girl. Now go and get your biccy."

This little episode had taken nearly five minutes out of the half hour. She came back with a biscuit which she'd half eaten coming just from the kitchen to the lounge. She sat next to me on the settee.

"I'm not used to naked girls sitting next, but it's nice. Anyway, how does it feel walking around the house naked?"

"It feels a bit naughty, but fun with it."

"I certainly didn't think anything like this would happen when your mum went out. I think you enjoyed it, though. I know I did."

"You bet, I did."

"You'd better go up and have your shower and get into bed. And clean your teeth so mum doesn't smell the whisky. I'll be up to say good night in ten minutes, so be quick."

She got up and I watched the naked 12 year old going out of the room. She appeared to be so natural in her nudity, she was not self conscious at all. The evening was absolute heaven and I needed to go to the loo to relieve myself after seeing Pauline in her glory.

While she was having her shower I cleared up downstairs, washing and putting away the two glasses we had used so Sally wouldn't suspect anything. Also I picked up Pauline's t-shirt and knickers which had been left on the floor. Certainly didn't want those still around when Sally came home!

When I heard Pauline come out of the bathroom I gave it a couple of minutes, then went up to say goodnight to her. As usual I knocked on her door before going in. When I opened the door I saw her on her lying on her bed completely naked! I wasn't expecting this, but I enjoyed the sight.

"Pauline, you look so nice. I love looking at your titties, and your cunt."

"I like showing them to you, Dave," she added.

"I'm glad you do, but you had better put your pajamas on before mum comes home, she should be here any moment."

A little bit reluctantly she did as she was told and slipped into bed.

"I know I don't need to tell you this, but we must keep tonight a secret between ourselves. Mum musn't find out."

"I know that, silly," she said, "because if she found out we wouldn't be able to do it again."

"You want to do it again?", I asked, a little surprised. I hadn't thought we might do it again - I was just enjoying what we were doing tonight.

"Of course, don't you?" she queried.

"Well, yes, that would be great."

"That's a date then. When is mum out again?"

"Probably on Friday evening." Today was Tuesday.

"Ok then," she said, "I'll look forward to it."

"So will I," I said, "and thanks again for showing me your sexy body."

"That's ok - till Friday then."

"Ok, till Friday." I bent over and gave her a kiss goodnight, but this time it was on her lips, and I lingered just a little bit too long. "Goodnight."

"Goodnight, Dave."

I left the room and went straight into the bathroom, stopping to pick up her knickers on the way. I dropped my trousers and pants, and my cock sprung to attention. I put her knickers to my face and smelt them. Oh the aroma of a young girl. I also noticed that they were a little damp. Was that from when she went to wee, or had she weeped a bit from her cunt? Either way it made my cock feel ever harder and then I started to rub myself whilst smelling her knickers. It only took about 4 rubs before I came, and I don't think I'd ever seen so much. After having a wee as well, I made sure there was no trace in the bathroom, put Pauline's knickers with her t-shirt in the wash basket and went downstairs, checked the lounge again, and sat down.

Two minutes later I heard the door. Sally was home. She came into the lounge. "Hi, darling, have a good evening?

"Yes, it was ok, nothing special," I lied.

"Is Pauline in bed?"

"Yes, all tucked up." "I'll just go up and say goodnight if she's still awake."

"Ok," I said, hoping, knowing, that Pauline wouldn't say anything.

And she didn't.

End of Part One

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This is the first story I have submitted. The story can stand on its own, or I can write more parts if people are interested. Let me know what you think.