The next few weeks went by as a blur. It turned out Mr. Stuart had life insurance through his company for fifty thousand dollars, doubling to one hundred because of his accidental death. I arranged for cremation and a memorial service, using the funds which had been put into the Stuart's estate. It was sparsely attended, mostly by people from Mr. Stuart's work place. An executor was appointed by the court and I, with the help of a lawyer. won temporary guardianship of Melissa. Ms. Thackery, the social worker I'd met the night of the accident, was a brick and helped us both through many obstacles.

Melissa, of course, was in a state of shock through most of this. She remained off school and I arranged with my principal to take some leave to be with her. Any romantic feelings I had were put on hold as I helped Melissa cope with the new realities of her life. As the shock of her parent's death wore off she became more and more afraid of what was to happen to her. It nearly broke my heart to watch her and I reassured her as best I could that I would let nothing bad happen and that she was safe with me for now.

As we talked Melissa began to be less afraid and became puzzled that she didn't seem to feel a lot of grief for her parents. She had been going to counselling and that was helping but I tried to be of what support I could as well.

"Honey, this is maybe something you should talk over with your counsellor but I know at your age I really didn't have a lot of love for my parents. I mean they'd hardly been loving and their drinking had me in a state of shameful terror most of the time. One of the good things coming from this is you don't have to be afraid any more."

"Oh my God," Melissa whispered. It looked like a light bulb had gone off. "Maybe I don't really love them that much and I've been feeling so guilty for not feeling anything for them! I mean, it's okay if I don't? Is that what your saying?"

"Oh Melissa, that's exactly what I'm saying! Honey, you can feel, or not feel, anything you want."

This seemed to be the turning point for her. From that day on she began to return to normal but still she had that fear in the back of her mind about her future. I can't say I blamed her. Things were not yet settled and, although my lawyer was working on permanent legal guardianship, the outcome was not yet certain. In the meantime the executor had wound up her parent's estate, fixing up and selling the house, and establishing a trust fund for Melissa that now amounted to nearly two hundred thousand dollars. This eased Melissa's mind a little but had me worrying about her aunt and uncle back east.

Fortunately her relatives were in no condition to take on a young twelve year old girl and declined to take her in. I had thought that the lure of that trust fund might have made them think again but it turns out that their alcoholism was even worse than the Stuart's and no court would award them custody I was assured by the ever helpful Ms. Thackery who seemed to be cheering on my application. I sighed a breath of relief as did Melissa as another fear lifted.

The day finally came when I was appointed Melissa's permanent legal guardian and the last of her fears seemed to evaporate. To celebrate I invited my lawyer Jennifer and Sylvia Thacker out to a celebratory dinner with Melissa It was a grand occasion complete with champagne and ginger ale. Melissa seemed ecstatic the whole evening and it appeared as if her healing time was now over. I was so relieved.

I watched as Melissa blossomed but so too did our romantic and sexual feelings. I wasn't sure what to do. What if I made advances and she rejected me? It wasn't like she could just go home, she was home. The first thing I did to help me cope with my feelings was to have her transferred to a new school closer to my house. Melissa was happy enough to comply although we missed each other in class, but my principal thought it appropriate and I could only but agree. It did make my longings a little easier to bear.

Melissa didn't help matters much. The new wardrobe I'd bought her made her all the more sexy and she was quick to flaunt herself off to me any chance she got. She would snuggle extra close while we watched movies and her touching and hugging increased and intensified. She was clearly sending me all the right signals but still I held back. I was just too afraid at this point to make a move.

Clearly Melissa was taking the initiative which astonished me. Of course her hormones were probably raging and our proximity urging her to take risks she might otherwise have not, but I was truly charmed at her advances. On the surface she was her old cheerful bubbly self but underneath smouldered the soul of a relentless lesbian seductress!

It was almost certainly a good thing for our relationship that she became the aggressor because I fear I might have dithered away all my opportunities to further things along. One evening when we were watching TV she asked me about sex, something I was both anticipating, wanting, and dreading at the same time.

"Sarah," she asked me. "I know about the birds and bees and where babies come from, but I have a problem."

"Oh?"

"Yes, you see I don't think I like boys much. I mean they're okay as friends but I think that, well, I might like other girls."

"Oh honey, how do you feel about that?" I asked her quite surprised at her forthrightness and not a little taken aback.

"I feel fine about it. What I want to know is how you feel about it?"

Ouch! Now was the time to tell all. "I feel really good about that to tell the truth."

"You do!" she exclaimed, looking me in the eye, the glow of anticipation on her cheeks. "You mean, well, is it like I figured and you do too?" she asked me with both hands clasped to the sides of her face, her mouth open in surprise.

I blushed furiously. "Yes sweetheart I do. And..." I paused. "There's one girl I like in particular. In that way I mean," The cat was out of the bag and my heart was pounding, afraid I may have said too much. I didn't have to worry.

"Oh my God, " Melissa whispered. "You mean me? I mean, well, I can't believe it! I like hoped but why would you want to have a twelve year old girlfriend? She asked in wonder.

"Well it certainly is you and, well, I don't know about the twelve thing. It's puzzled and bothered me but I've just come to accept it. You're also very attractive, bright, loving, and a whole lot of other things I've never seen in anyone older. I love you with all my heart and soul honey and I don't need any other reasons."

"Oh Sarah, " Melissa cried and threw herself into my arms. "You've just made me the happiest girl alive!"

"Oh, Melissa my love." I sighed and held her tightly, my heart pounding again. "May I kiss you?" I asked tentatively, pulling us apart slightly. By way of response Melissa raised her lips to me and closed her eyes. When our lips met the power of our first sexual contact was so strong I felt it flow right down to my toe nails.

After a few moments I broke off our kiss to look at her dreamy face complete with the happiest grin I'd ever seen. I could see the beat of her heart at the pulse point in her throat and knew she was as excited as I. Breaking the spell I asked her if she wanted to go farther and she just nodded yes.

"You know honey that if we do that it changes everything, right? I mean I'd become more than just your 'mom', we'd be lovers. We can't go back after this." I cautioned. "I hope you also realize that we can't tell anyone about us, because if that happens they'll take you away from me, I'd lose my career, and they'd maybe even put me in jail."

"I know all that," Melissa said earnestly, looking me straight in the eye. "It's one reason I was so sure you'd say no and why I thought it would never happen. Of course I'll never tell anybody. Gee whiz, I'm not stupid! You think I'd want to be torn away from you, put in some kind of counselling, and thrown in a foster home? I love you Sarah! I'd never do anything like that. Besides I so want to be lovers but I don't really know what that means yet," she paused and looked up at me with big doe eyes. "You'll have to teach me," she smiled sweetly.

"Teaching's what I do best sweetheart," I laughed. "And thank you for your honesty. I was so afraid that if I tried to take our relationship farther I might have frightened you off and I couldn't have endured that. After all this is your home now and I want you to feel absolutely safe and cherished. I love you so much I would have sacrificed being your lover if that's what it took to keep you, honey."

"Me too!" Melissa exclaimed and burrowed herself into my side. "Now about that teaching thing, can we kiss some more? That felt so good!"

I could but agree and leaned down as she puckered up. This time I let my lips fall open and felt hers following my lead. I was frankly trembling with excitement but I didn't want to rush things. Knowing her sexual innocence neither did I want to do anything she wasn't ready for. Little did I know! Our tongues finally met in a searing duel and I felt like I couldn't get enough of her. Her eager responses took me a bit by surprise.

When we finally came up for air I asked her if she had ever kissed like that before and she told me that she and a girlfriend had 'experimented' with kissing but didn't go any farther. I asked her facetiously to thank her for me and she giggled. As I told her, she'd already learned lesson one and saved me the trouble!

"Well then I'm ready for lesson two aren't I?" she asked coyly, her hands clasped straight-armed behind her back and her shoulders rolling seductively.? God, I thought, she might make graduate school in a matter of days! Her obvious eagerness though was turning me on so much I was afraid I was going to rush through her first experience and I wanted it to be absolutely special. So I didn't immediately jump her bones like the little demons in my loins were telling me to do. Instead I asked her to sit in my lap facing me.

"Lesson two then," I looked at her as she climbed onto my lap and spread her legs either side of me. Even in a white tee and jeans she was drop dead gorgeous to my eyes. Her little breast buds were almost visible through the fabric and her little nipples stood up proud through her shirt. Taking her two hands in mine I placed them on my breasts then hissed as a bolt of electric pleasure ran down to my pussy.

"Mmmm that feels so good!" I whispered and brought her face into mine for another passionate kiss. Melissa worked away at my aching breast flesh as our tongues danced and cavorted shamelessly in our mouths. The feel of her hands touching me sent me into heaven. My nipples were hard as little rocks and stuck clear through my bra. I could tell by her lighter touches that she felt them and grazed her palms gently over them before resuming her more aggressive handling. Nothing much to teach her here either I concluded! When we finally stopped I could see the lust in her eyes as she probably could in mine. Melissa was hot, there was no denying it, and I was delighted! Then she surprised me again.

"Could I see them, your boobs I mean?" Melissa asked while catching her breath.

"You mean you want to move on to lesson three, or is that four or five," I laughed.

"Well if I'm good I can skip a grade or two can't I?" she pouted.

"Clever girl," I grinned lasciviously and began to peel off my top slowly revealing my white cotton bra beneath. "Sorry it isn't sexier but if I knew I'd be stripping for my new lover tonight I would have worn something more to the occasion."

"That's okay. I don't want to see your bra anyway. I want to see you out of it."

Taking the point I reached behind and unclasped yet another barrier in our budding sexual relationship. Casting my bra aside I sat before her topless, my long pink nipples standing stiffly at attention. She gazed at them with open mouthed amazement. I'd always liked my ample B cups but I never felt prouder of them than at that moment.

"Oh my God Sarah, they're beautiful," Melissa gasped.

"So, you like?" I queried, cupping each breast in my hands and slowly tugging on my stiff nipples, as if presenting them to her. Which I guess I was! It felt so brazen but at the same time so right. I just wish I'd had a camera to capture the look on her face! "Now it's your turn sweetie. I want to see yours too."

Melissa blushed and said "But I haven't got any."

"No excuses young lady! Strip off or I'll have to drop you back a grade!"

A doubtful look on her face Melissa complied, crossing her hands, gripping the hem of her tee, and whisking it quickly off over her head. Now it was my turn ogle in amazement. Small though they were her breast buds were beautiful with small sharp pink nipples fully erect. I had dreamed of this sight so often and now here it was right before me. The smile on Melissa's face told me she loved my reaction, putting to rest her fears that her small titties might turn me off. Little did she know that it was her smallness that so turned me on right then!

With Melissa I experienced a kind of sexual excitement I hadn't known since perhaps her age. Everything about this relationship was new for me. It had never crossed my mind before this that I would fall in love with a girl of twelve. My love affairs had by and large been with women my own age and only the first one in college could I call throat catchingly exciting. In fact, until Melissa, I thought i was becoming happily asexual, married to my five fingers and my vibrator. Now my hormones were raging again and I realized that maybe it was young girls I'd been attracted to all along without consciously knowing it. It certainly might also explain why I was pursuing a career as a grade seven teacher! But further analysis had to wait and give way to real life experience.

We both at the same time reached out towards the other's chest. I felt the thin softness of her pubescent breasts in my palms, the nipples like sharp points against my skin. Her hands touching my bare tits sent waves of pleasure flowing through and around me. I looked down at her small hands so diligently feeling me up and gave my head a shake to make sure I wasn't dreaming. Then we kissed again, deeply, sensuously, and passionately, as only true lovers can.

Eventually we pulled apart. "So how do you like the lessons so far? To give you an 'A' would understate by miles your 'grasp' of the subject, so to speak," I said as I gazed down at her petite hands still clasping my breasts. We were both in a state of semi-stupor at this point I think. I know that my panties were dripping wet as were Melissa's I'm sure.

"I love my lessons, but isn't there supposed to be homework?"

"Yes I suppose there must. Tell you what, come up to my bedroom and we'll assign you something, okay honey?"

Together, hand in hand we walked up the stairs of my old Craftsman home and entered my 'sanctum sanctorum'. I sat her on my bed beside me, both of us still topless and asked her outright "Melissa, do you masturbate?"

"Yes," she looked up at me and blushed. "At least I try. I always get this funny feeling and stop."

"Just when you're getting to the good part," I laughed. "Okay I'm going to show you how to masturbate and your homework is to try it by yourself then report back to me on what happened. Is that all right?"

"Yeah!" Melissa exclaimed. "I don't think I'm doing it right."

I'd never masturbated in front of anyone before although I had fantasized about it. I was a little nervous at first but the expectant look on Melissa's face as I took off my shorts and panties put to rest any fears I might have had.

"Okay, you too," I instructed as Melissa stared wide eyed at my naked pussy.

Without ever taking her eyes off of me she almost hypnotically unzipped her jeans, pulled them off, and followed them quickly with her panties. Now we both sat there for a few seconds staring at each other's nude bodies for the first time. Melissa's little cunt was perfect - a puffy little slit with just the wisp of some dark pubic hairs beginning over her vulva. I had a light brown set of curls neatly trimmed, although God knows why - anticipation perhaps?

In any event she and I climbed onto my bed and sat facing each other, legs spread with all the sexy bits on display. I began by spreading my labia, exposing my clit to her by peeling back its little hood. This spot here I told her was what gives you all those nice feelings when you rub it, at which point I began to do exactly that. My right middle finger began rubbing myself in rapid little circles. I didn't have to wet my finger - I was drenched!

As I masturbated I looked over at Melissa and saw that dazed look in her eyes I knew to mean intense excitement. I no doubt looked the same, because that's exactly what I was feeling. As I rubbed myself off I could feel my cum beginning to build.

Okay honey," I panted. "You too. Do it with me darling. I so want to watch you and I really need to get off and I just know you do too."

Through glazed eyes I watched her comply. I groaned as her small fingers mirrored my own, like the good student she was. This extra bit of stimulation had me very close to the edge now. My right hand was a blur on my clit while my left tugged and pulled unmercifully on my big nipples. Melissa copied that as well, softly stroking her breasts and nipples as she masturbated for me, being much more gentle with herself than I was. But that just turned me on more.

"God honey!" I wailed. I'm gonna cum! Watch me cum for you baby!" And with that I let go.

A great white heat started in my sloppy wet snatch and quickly radiated through my whole body. Then the shudders and contractions began. I had never cum like this before! My back arched and my head flew back as an enormous keening crescendo grew from deep in my throat. My hand was working furiously as bolts of pure pleasure lashed my whole being; mind, body, and soul. Slowly I came back down, shivering and panting, feeling still so high but also exhausted. I looked across at Melissa.

The poor girl looked awe struck and her masturbation had stopped when my orgasm started I guessed. The sight must have shocked her senseless I was sure! But no, she flew into my arms almost crying.

"Oh Sarah!" she gasped "That was so beautiful! Is that what an orgasm is like?"

"Yes baby!" I laughed and hugged her tightly to my heaving chest. "At least I guess so. I've never had one that strong before. You see what you do to me?"

"I love you so much, Sarah!" she cried into my chest. Then she squirmed free and asked me "Can I do my homework now?"

I burst out laughing at her impetuousness and told her she could do whatever she wanted. But rather that sit facing me Melissa chose to have her back to me as I held her. She started slowly stroking her clit in little circles then quickly picked up the pace. I told her not to stop when that funny feeling started and to just keep going. As she worked away at her little nearly bald cunny I gently played with her small titties and nipples which seemed to greatly increase her pleasure. Her breathing became more laboured and her head was thrown back against me.

""Oh my God, there's that funny feeling!"

"Just stay with it baby. You'll be okay. More than okay, you'll see. I wouldn't tell you to do anything that was going to hurt you honey!"

I could feel her orgasm starting to build, first as little shakes then progressing into a full body extension. A loud cry escaped her lips as her cum washed through her and she finally settled down whimpering and crying. "That was so good mommy!" she said in little panting gasps. "You were so right! Please hold me," she muttered urgently, turning in my lap and wrapping her thin arms around me holding on for dear life.

I rocked her in my arms like that for what seemed hours but was probably only a few minutes. I was ecstatic with joy and love and kept kissing her hair over and over again until finally I suggested bed. She looked worried for a moment but I reassured her I meant my bed or rather, our bed from now on. Melissa quickly scooted under the covers where I joined her very shortly. I spooned with her and told her over and over how much I loved her until I could tell from her gentle breathing that she was asleep. I soon joined her there too.