The next time my Lolita called it was a Saturday afternoon, 2 weeks later. I was watching an old English movie from the 1950's on the TV. You know the ones where they call each other Dear Boy, Old Chap and My Good Lady, that kind of stuff. I really didn't understand the humor, and was probably laughing at stuff that wasn't supposed to be funny and visa versa. She asked me if I wanted to see her. Did I what?!! Does a cat drink milk!

I picked her up at the mall entrance as before, only this time she was with a friend - one of the girl's that I had seen with her on the bus. The girl appeared to be about the same age as Helen, except she had strawberry blonde hair. Like Helen she was very pretty, a little taller with a lovely slim body that her tight t-shirt revealed nicely. I was surprised to see two of them, but pleased too, and wondered if she had been told about our lovemaking.

When they got into the car - Helen in the front and the other girl in the backseat - she introduced me to her, Michelle. I turned around gave her my best smile and noticed that she had violet eyes, which shone with interest; and perhaps something else that I couldn't discern at that time. I wasn't sure what was going to happen and didn't wish to anticipate. What was in store?

I asked them what they wanted to do and Helen said asked if they could go to my apartment and watch a movie. They told their parents that they were going to the movie theater at the mall, but decided that my place would be more comfortable and Michelle wanted to meet me. That was fine with me. I took nothing for granted, and decided to see how it played out; for all I knew Helen may not have said anything to Michelle about us having sex.

We stopped at the video store and the girls picked up 2 movies that they wanted to watch. I then stopped at a supermarket and picked up some munchies; chips, dip, chocolate etc. When we arrived at my place I got cokes from the fridge with the chips and dip on plates I put them on the coffee table. After some small talk, the girls put the first movie in the dvd player and settled down to watch " The Parent Trap" an old film with a young Lyndsay Lohan playing twins. They sat on the sofa together, and I sat on my large leather lazy boy. As we watched the movie there was nothing to indicate that Michelle knew anything, other than Helen and I were friends - albeit ones with an unusual age difference.

We enjoyed the movie and when it ended I asked the girls if they wanted anything else to eat and they said that they would like a sandwich. I had some good corned beef in the fridge and also some sauerkraut and rye bread, so I made us Rueben sandwiches. The girls hadn't had them before and they loved the big greasy, cheesy things. They had cokes and I drank a cold beer with mine. We talked while we ate and Michelle was really nice and friendly. She and Helen lived in the same area and had been friends since kindergarten. I guessed then that my Lolita had probably told her about us, but she was playing it cool, not making any kind of moves toward me.

When we went into to watch the second movie, which was the latest one from Batman, Helen asked me to sit with her on the sofa and Michelle took the lazy boy. So I guess this was it, although I didn't know how far to go with Michelle there. The movie started and Helen moved closer to me. I put my arm around her shoulder and she snuggled into me. She then gave me a light kiss on the cheek, and I responded by kissing her fragrant shiny hair. I had drawn the blinds over so the apartment was quite dark for the movie, but Michelle had a good view of us. My hand was resting on Lolita's chest and she put her hand on mine to indicate that she wanted me to play with her there.

I rubbed her nipples through her t-shirt and she turned her face up to me to let me know that she wanted me to kiss her, which I did. I gave her a long wet one on the lips and she leaned her body more into mine. I was getting hard now and could feel my cock pushing against my cotton pants. Still not sure how far to go with Michelle there I just continued kissing Helen and lightly fondling her nipples outside her t-shirt. They were getting hard to my touch. I quickly glanced over at Michelle and she was watching us. That turned me on even more.

Helen noticed my hesitation and she whispered to me that Michelle had told her that she wanted to see us make love. She asked me if that was ok. I said that it was, and to tell the truth I was hoping that Michelle might want to join in. Now that the rules were made clear to me, I put my hand under her t-shirt and touched her blossoming nipples and she moaned as I kissed and fondled her. My cock was really hard now and Helen started stroking it through my pants. Another quick glance at Michelle told me that she was flushed and excited watching us.

I took off Helen's t-shirt and kissed and licked her nipples, and she pressed her body into me. I pulled down her shorts, exposing her gorgeous plump pudendum. She started pulling at my belt buckle and I helped open it and then she pulled my pants off. I wasn't wearing underwear and my 9 inch cock stood erect and swollen. Ready for action. Michelle let out a short gasp when she saw it and turned around toward her to give her a better view. Her eyes were wide in wonderment and her face was florid. I started kissing Helen's thighs and she pushed her groin into my face for me to pay attention to her pussy. I kissed her rosebud lips and slid my tongue into her juicy hole and she moaned with pleasure.

My tongue then went to work on the inside of my 11 year old's cunny - darting to a fro and soaking up her juices and mixing them with mine. Helen was grunting with sexual delight and arching her back for me to stick my tongue further in. Her clit was swelling and she was fondling my cock and feeling my balls at the same time. All the while I would glance over at Michelle who had her own hand down the front of her shorts playing with herself. Man what a turn-on that was!

When Helen said that she wanted me in her. I turned her so that Michelle could get a good view, and spread her legs. My hot hard cock was weeping with anticipation as I slipped the tip of it into Lolita's young sexlips, and she held her breath in excitement. Her pussy tightened around my rod and her juices were lubricating us. With each thrust Helen would let out a grunt of enjoyment; I looked over at Michelle who was now rubbing her slit and completely lost in reverie of pleasure. She was red hot. Helen's moans were getting louder and faster and I knew that she was close to orgasm, so I stuck my finger up her ass which sent her over the edge. She came in a burst of delirium and clung to me like a shipwrecked sailor to a piece of driftwood.

I held off my climax because I could see that Michelle had removed her clothes and was now in her lovely nakedness. Her lithe white body so inviting. She stared at me and I knew that she was willing. I kissed Helen who lay sated on the sofa. Then I withdrew my fully erect cock from her satisfied pussy. There was a soft rug on the floor and I took Michelle's hand, and we lay down on it. I kissed her and she responded hungrily with her tongue. Her chest was still flat and I rubbed it while kissing her luscious red lips. She made the little'mmmm' sound that I like so much.

She held my hard member and was fondled it gently. I put my hand under her ass and raised her up so that I could get a better view of her girl's pussy. Her pussy lips were larger than Helen's - they were pink and plump, I just had to taste her. I put my nose into her groin and smelled her delicious fragrance of preteen beauty. When my tongue met her sexlips she groaned ecstatically, and I slid it into her slit which made her shiver with delight and she shoved her cunt into my mouth. I licked her piquant juices and sucked her clit with such pleasure that almost made me come.

When she was gasping with anticipation and excitement I raised myself up and took hold of my rock hard cock and placed the tip to the rim of Michelle's pussy. She put her arms around me and pulled me towards her. My cock slid into her wet, hot cunt and it tightened itself around my sensitive member which was heavenly.

I asked her if she had ever been fucked and she told me that her boyfriend had fucked her for the first time a month previously, so I shoved my big dick into her as far as it would go. Her ass and hips rose up to meet it and she moaned with burning desire.

There was a lovely sexual odor coming from her which heightened my desire. Her lovely violet eyes were aflame with passion and she stared at me as I pushed myself in and out of her sweet cunt. She then looked down at my cock pumping her honey-pot and her breathing quickened. Her heart was beating fast and her moans were coming more excitedly as I pounded her preteen pussy hard and fast. Her ass was moved up in time with my thrusts and my erect penis was hitting her insides like a steam engine. She was sweating and I was sweating, and our bodies were slapping together in a boisterous rapture.

She started to buck like a mare and I knew that she was ready to come so I whispered to her " come you little fucking beauty, let it go", and she said yes. With that we both came together in a rush of semen and cunt juice that sent us both for a minute into another world. It was such a thrill that I could only lie on top of her putting my weight on my elbows so as not to crush her little body. She was looking intently at me and I knew that she had crossed a threshold to maturity at that moment. I somehow or other imagined that her boyfriend would not have the same compliant girl as before.

When we recovered from our ecstasy ,Helen was sitting looking at us, and she did not seem at all jealous or concerned that I had just fucked her best friend. In fact, she appeared happy about it.

"Man that was awesome," she said. " it was such a turn-on watching you guys. Didn't I tell you he was hot, Michelle?"

Michelle nodded and said that it blew her mind. So it looks like they had both planned it all along. I was astonished that 2 girls so young could be as sexual as they were; but very happy that they came into my life. I got us some cokes from the fridge and we all drank thirstily. The girls took a shower together and I was wondering if they ever got it on with each other; so I stole a look into the bathroom and right enough they were lathering and kissing each other while they washed. Very nice, I thought.

I took my shower next and got dressed to take them to their bus stop. They were ready to go when I came out, and I gave them each 100 bucks and they politely thanked me. Then Helen kissed me first and as I was kissing Michelle she took my hand and slid it under her t-shirt to her little flat chest. It was her way of saying thank you.

I wondered as I drove them to the stop, when, or if, I would ever see them again.