It all started back in June while my 10 year old daughter, Lynn, was staying with me after school ended while I was on vacation. She had developed a pretty good friendship with two of the local girls, Karen and Susie, who live near the apartment complex I live in, and they frequently played here in my apartment. Karen was almost 11 years old with long blonde hair, blue eyes and a slim build. She had just the first hints of budding breasts beginning to point out from her chest. Susie had just turned 8 years old and also had blonde hair, but had green eyes and a slightly heavier build, though not chubby. Both were beautiful little girls with dark tans, I often caught myself thinking "if I were only 25 years younger and know what I know now!" Lynn and Karen were pretty close, which left Susie odd man out a lot of the time. She would often come sit with me in the den and talk or watch TV while her sister played with Lynn. As school let out and Lynn was staying with me during my vacation, we began to make use of the apartments' pool. Naturally, Lynn and Karen chummed up together, leaving Susie on her own. I kinda felt sorry for her, so I jumped in and offered to keep her company. She seemed grateful to have someone pay attention to her, and asked if I would play shark with her. She explained that it was basically like tag, except that the person who was "it" had to swim underwater to catch the other one. I was to be "it" first, of course. Since we had the whole shallow end to ourselves, (Lynn and Karen stayed at the deep end most of the time), I let her run from me for a while before tagging her. I watched as she backed away from me, pushing with one foot while balancing herself with the other leg high in the water. This gave me a clear view at her little crotch area, and when I got close, I swore I could see the contour of her little slit through her neon green suit.

"Now, now", I told myself. "Don't start thinking things like that." I quickly tagged her on her foot, and swum off shouting, "You're it." Susie couldn't swim as fast, so I swam to the other side of the pool from her, and began watching her sister as she was diving from the diving board. Her white one-piece was almost see through when she was out of the water, and I could clearly see her little slit and pointy nipples as she stood on the board.

Just then, I felt something grab me on the inside of my thigh, just below my suit leg. It was Susie. She had caught me, but she wasn't letting me go. She was trying to tickle me! She sprang out of the water and shouted, "You're it!" "Well", I thought, "if she's gonna be bold, so am I." I let her get a safe distance away, and looked around the pool to make sure no one was around. Good thing the pool had a privacy fence, and no one was usually home at the apartments during the day. I then pushed off the side of the pool and caught her, letting my left arm slide between her legs, and across her little pussy. She immediately clamped her legs around my arm, and I came out of the water holding her that way, with my left hand on her left ass cheek. Man, her skin was so soft, but she was so firm. She was giggling when I came out of the water, and started squirming around on my arm. Each time she squirmed, I would rub my arm back and forth against her little pussy, and each time I did that she would clamp down on my arm again, giggling the whole time. I finally let her go, and she moved off a little and got real quiet. She kept looking at me with this curious look; probably wondering what she had just been feeling.

My attention returned to her sister, who was back on the diving board ready for another jump. Her little pussy was clearly visible in her white suit, and my dick started rising at the sight of her. I couldn't believe what was going on inside me. Here I was, a 37 year old man, ogling an 11 year old and fondling an 8 year old. Before I could snap myself out of it, I felt this little hand grab me right next to my dick, at the joint between my leg and torso. I instinctively jumped, which brushed my hard dick right across her hand. "I had to cool off", I told myself and I swam to the edge and rested against it. Susie came up and really looked at me curiously then. She swam under water to me, but instead of coming up; she stopped and just looked at my groin area. It was then that I realized that my suit legs were awful big, and just open to the world under water. The thin white material keeping me inside was probably as transparent as glass. "Oh, well," I told myself, "there's probably no use trying to hide it now."

When she came up for air, I asked her what she was doing. She replied that she was wondering why I had quit. I know that was probably only a half truth. She said, "Come on, you're it. Come and get me!" "Well, that was it. I threw caution to the wind and went after her. This time when I caught her, I came up and slid my hand between her legs with my forefinger right up against her little pussy. I still kept my thumb around her leg, so if she complained it would seem like an accident. She didn't complain. She didn't giggle either. This time she just looked at me and dropped her jaw as she inhaled a quick breath. I just kept smiling at her and rubbed my hand against her little cunt while pretending to tickle her. Then, not wanting to seem too obvious I let her go and said "you're it." She now had a whole new look on her face. Like she didn't quite know what she had felt, but she knew she liked it.

She walked towards me in the water until she almost was right in front of me, then she dived and grabbed me right on the dick! This girl was bold! When she felt my hard-on she came right out of the water and blurted out "WHAT'S THAT!!!", still holding on to my dick. I immediately pulled away from her and looked around to see if anyone had noticed what had taken place. Lynn and Karen were busy at the other end playing and no one else was around. I told Susie to "Shusshhh!" "I'll tell you later." With that, I felt we had better get out before someone came by and figured out what was going on.

I told the girls we had to go and see about dinner, to which Lynn asked me "Can Karen and Susie spend the night?" Susie exclaimed "Yeaahh!"I thought about it for a moment while I was in the water trying to get rid of my hard-on. My mind was telling me no but my dick was telling me "Hell, yes!" I finally decided to leave the decision up to someone else and said, "If it's all right with their mom, I guess its' all right with me." All three then excitedly jumped out of the pool and ran down the street to ask Karen and Susie's mom, leaving me a chance to let my hard-on subside and to wonder what the night would bring!

After Karen, Susie and Lynn went off to make the arrangements for the two girls to spend the night, I went inside the apartment to get a quick shower. My mind raced with thoughts of little girl pussies, little girl nipples, and my tongue and dick having a field day. My dick started responding again to my fantasies with one of the hardest boners I've had in a while. I brought myself back to reality with a blast of cold water out of the shower head; after all, I didn't really think I could get away with anything, DID I?

I got out of the shower and dried off, put my robe on and walked out of the bathroom drying my hair with my towel. As I was walking down the hallway to my room, I met the girls going to Lynn's room, still wearing their suits. My dick was still about half hard, and poking out my robe a little bit. Lynn walked right by me not noticing a thing. Karen slowed down a little, looking at my bulge as she passed by, but Susie stopped. She just stood there half-smiling innocently, with her eyes riveted to my crotch. I quickly slipped by her and into my room just as my dick came to its full hardness again, slipping out from the folds of my robe. Just as I thought I was in the relative safety of my room, I heard this little voice exclaim "You never did tell me what that is down there!"

I swung around to find Susie had followed me into my room, her pillow under one arm and a bag of clothes under the other. Her gaze immediately dropped to my exposed prick, provoking an exclamation of "WOW!" from her. I quickly sat down on the bed, and covered my exposed prick with the towel I had, and stammered "W-w-w-hat are you doing in here!!" "I-I'm sorry.. Please don't get mad. It's just that...., you said you would tell me later what that was." Susie replied, looking like she was about to cry. "It's okay, Susie. Come here a minute," I said holding my right hand out to her while holding the towel wadded up over my boner with the other. "Haven't you ever seen a boy's or man's sex organ before?" Susie solemnly shook her head no. Her father had died when she was about 3 years old, and I guess that since there were not many kids living around the apartments or neighborhood, she hadn't had much of a chance to see a man's dick."

Can I see yours?" She asked.I almost had a heart attack with that question. I thought of all the possibilities: her telling her mother, her telling Lynn, Lynn and Karen walking in. "Pleeease! I promise I won't tell anybody!" she pleaded."Well, okay, I guess, But just a quick look. I don't want anybody to see me showing you, okay?" I said. With that I pulled the towel away with my left hand while still holding her left shoulder with my right. "Gosh! It's big!" My cock just stood there at attention, bobbing up and down with each beat of my heart. After a few seconds, I heard Lynn and Karen coming out of their room, so I quickly covered up my prick. "There, now, remember our little promise, okay?" I said as I turned her towards the door."Okay," she said slowly, the disappointment showing in her face.

Lynn and Karen appeared in the doorway, "Come on, Susie, let's get changed and play Junior Monopoly!"With that, all three ran down the hall to Lynn's room. I sat there for a few moments thinking about what just happened. Would she tell anybody? I almost wouldn't have minded her telling Karen, but if she told her, who else would she tell. All through dinner, Lynn and Karen just yakked up a storm. But Susie sat there quietly, half eating and half playing with her pizza. Her eyes were riveted on me as she sat there, deep in thought. After dinner, all three went back to Lynn's room to play Barbies or something, while I sat down to watch a little TV. I really couldn't concentrate on it, as my mind kept drifting back to this afternoon's events. Suddenly, "Mr. Wolfe?? "It was Susie. God this kid knew how to sneak up on a man!"Y- Yes, Susie. What is it, darlin'," I replied. "They're not really letting me play, and I'm tired of playing Barbies, anyway. Can I stay in here and watch TV?" she asked. "Sure, honey, I don't mind." , I replied. Susie already had on her nightclothes, which was nothing more than an old T-shirt that didn't even cover up the bottom of her panties. She went over and sat down on the chair facing me and plopped down. I smiled at her and turned my gaze back to the TV. I still wasn't watching it, though. I turned to look at her and discovered her sitting in the chair with her left leg over the arm of the chair, and bobbing the other one up and down, while chewing on an old drink straw left over from dinner. Her T-shirt had ridden up almost to the top of her panties, leaving me with a clear shot between her legs. Her panties were stretched tight across her little pussy, outlining the slit. This sight brought the familiar stirrings in my cock, again. Even thought I was wearing tight briefs under my jogging shorts, a bulge began to appear. Just then, Lynn and Karen came in. "Goodnight, Daddy. Karen and I are going to bed." "Okay, Hon. I'll be in there in a few minutes to tuck you in." I said; knowing it would take that long for my hard-on to subside.

After a few minutes of going over the multiplication tables in my mind, I was able to get up and tuck Lynn and Karen in. I always tickle Lynn a little before kissing her goodnight, and I took this advantage to cop a few feels off of Karen before kissing both on the forehead. Karen sure had a nice firm body. I couldn't really feel any tits yet, but my hand could feel her hard nipples as it brushed across them. As I tickled her, the old T-shirt she was using for a nightgown rode up over her panties as she kicked and squirmed.I let my left hand leave her ribs and grabbed her on the inner thigh, close to her little pussy. This caused her to double over and clamp her legs together, pulling my hand up against her pussy. I couldn't have gotten my hand out if I had wanted to. When she finally relaxed her legs a little, I pulled my hand out, rubbing my hand along her slit. She tensed up a little, but her smile never diminished.

I returned to the den to find Susie sitting on the edge of her chair with her elbows on her knees. Her long blonde hair fell down around her shoulders and almost to her knees the way she was sitting. She also looked a little nervous."Aren't you going to bed, too?" I asked. "Naw, I'm not sleepy yet.", she replied.I plopped back down on the couch and began to gaze at the TV again. After a minute or so, I could feel Susie's stare. I glanced over at her and found her looking like she was trying to think of how to say something. "What's the matter, Susie?"

"Mr. Wolfe? I was wondering if you would show me your thing again. I really didn't get a chance to look at it very good." I sat there for a second, thinking. If this continued, I wasn't sure if I could help myself later on. Meanwhile, my dick was responding with a mind of its own. "Susie, I don't know. If anybody ever found out....." "Oh, I won't tell anybody. I promise." "Well, okay. But under one condition. You've already seen mine, but I haven't seen yours yet. So, you have to show me yours too." Susie stood there for a moment, biting her lower lip. "Okay, then." she said. Not wanting anyone to interrupt us, I led Susie to my room and shut the door. Then I turned to her and said, "Okay, you go first." She stood there for a moment, then slowly pulled her panties down to her ankles. When she stood back up to kick them off, I was greeted by the sight of the very tip-top of her slit on a plump, hairless mound. Most of her slit was still hidden from view, as she had her legs together, but what I could see was causing my heart to pound so hard I thought it would burst."Shirt, too.", I said, wanting to see every inch of this little darling.When she started to protest, I reminded her that I was shirtless, and besides, I couldn't see her as well with her shirt hanging down. She breathed a heavy sigh, then pulled her shirt off with one quick motion.

There I was, standing in my room with a completely naked, and beautiful 8 year old girl. Her titties had not even begun to develop yet, and her nipples were slightly indented light pink spots on a creamy white tan line. Her waist had a slight curve to it, although not much, and her hips were almost boyish, with the top of that little slit peeking at me as she stood with her belly poking out slightly. "Turn around for me." I asked. She slowly turned around, showing me her cute little ass. It had a very nice curve to it, and stuck out nicely. Her long blonde hair flowed down almost to the top of her crack, and from behind you could almost imagine she was much older. As she turned back around to face me, she said "All right, it's your turn now." She began to pick up her clothes. "Wait a minute, if I'm going to show you more of me, you're going to have to leave your clothes off, too." I demanded.

She sighed again, and dropped her clothes back to the floor.But her despair quickly vanished when I began to ease my jogging shorts down to the floor. My briefs were sticking out like a tent. She just looked at my crotch with her mouth slightly open and her tongue lightly against her front teeth, as if amazed. Then came my briefs. As I slipped the band up and over the head of my dick, her mouth fell open again, and then slightly shut as her eyes took in the sight of my erection. "Neat!! How do you keep it from sticking out all the time?", she asked."Well, it's not always like that.", I said as she drew closer. "Most of the time it's not hard like this or big." "What makes it big? How does it look when its not like this?" she asked, now standing less than a foot away from it, turning her head this way and that while leaning forward looking at my dick. "Uhh., well...., most of the time it's soft, and...." "Can you show me what it looks like when it's soft?" "Uh., well..., no I can't. At least not right now." "Why not?" She was now bending over looking at my balls, her face less than six inches away from them. I could see her ass cheeks poking out behind her as her hair cascaded down in front of her, causing her to reach out to pull it back. I flinched, thinking she was going to touch me; causing my dick to almost hit her in the face.

"What happened?" she asked."Oh, it's all right. You just startled me, that's all." "What'd I do?" "Well, I just thought you were going to touch me, and I wasn't ready for it." "Can I touch it?!", she asked her eyes opening wider. "Ehh., well...., yes, I mean..., only if I can touch yours too." "Okay," she said. "Why can't you make it soft?", she asked while lightly grasping my dick midway around the shaft. She started to move it around, surveying every inch of my hard penis. I could hardly talk now.

"Just a minute, Susie." I panted. "Let go a minute and come over here and lets lie down on the bed and I'll explain everything to you."We hopped onto the bed, her with her head right at my crotch and her sweet little pussy down even further. This was not going to do. She started to reach out to hold my dick again. "Susie, lay down the other way so that I can see you. Now stop what you are doing a minute and listen. Sometimes a man gets hard like I am now because he is excited. A man get excited especially when he sees a real pretty girl like you." "You think I'm pretty?" "Oh, yes! You are very lovely. Especially without any clothes on.", I said as she blushed. "And when a man sees a pretty girl without clothes on he gets real excited. Usually the only way for him to get soft again is to cum." "Come to where?" "No, no. This is a different word. It means that a man gets so excited, that white stuff comes out of his dick, called sperm." "Is that what you call it, a 'dick'?" "Well, that's one name for it. Anyway, it feels real good when you cum.

Girls cum too, only they don't have any sperm come out. They just get real wet. After he cums , the man usually gets soft. "I turned my gaze towards her little cunt. She had her legs together and her hips and knees bent, so I couldn't see anything, yet. "Wow, there's stuff coming out of your dick now, but it doesn't look white. Is this sperm?" she asked."Well, no, not really. That's usually called precum. Sperm is called cum, too. Precum helps the man get wet so that..... uh...., it will go into the girls hole better." I knew what was coming next.

"What do you mean? What hole?" "It's the little hole between your legs below your pee hole. Let me show you."I took her upper knee and spread it apart, rolling her over slightly so that her leg would stay up. There before me in clear view now was the most precious and beautiful little slit I had ever seen! Not a hair on it, the lips were slightly plump, and there were no inner lips showing. I carefully reached out and rubbed my whole hand along the inside of her lower leg towards her pussy. She almost closed her legs. "It's alright, Susie. I'm not gonna hurt you.

"She spread her legs back again, and I continued on towards her little mound. As I reached her little slit, I ran my first three fingers down along the outer lips, with my middle finger running down the slit. She let out a little gasp. "It just feels funny, kinda good though." She replied nervously.

I carefully spread her lips slightly and ran my middle finger down to where her hole began. It was so small! She was beginning to get wet now."Right here is the hole I was talking about.", I said as I gently pushed my finger against it. "You can touch me if you want to."I felt her take my dick back into her hand and rub it gently up and down the shaft."What are these?", she asked taking my balls gently in her hand." Those are my balls. They are what make the white cum." "Can I see your cum?", she asked. "Well, yes you can. But first, you have to do some things to get it to come out. "She didn't know it, but she almost had me coming now. It had been quite awhile since I had ANY pussy, and it wasn't taking much to put me near the edge. "Are you going to have to stick your dick in my hole?" "Well, maybe. We'll see.", I replied. I wanted this to last as long as possible.

"There is something else we can do that might make me come. I'll do it to you first, and then you can start on me, okay?"She just nodded her head yes."Now what I'm going to do is going to feel real good." Slowly, I eased my head over to her little cunt. I gently kissed the inside of her legs, inching closer to her pussy as I slipped my right hand around her to squeeze her right ass cheek. Then I did it. I started at the top of her hairless little slit with my tongue and slowly ran it down the cleft to her hole. There, I eased it in as far as it would go, which wasn't far. I felt her shudder, and gasp. As I explored her little hairless twat, I could feel her hymen not far down her hole. I slowly began to withdraw my tongue from her hole, and was surprised to feel suction clinging to my tongue. She was breathing very rapidly now; almost to the point I thought she was going to hyperventilate. She still had a hold of my dick with her left hand, but she wasn't doing anything with it. I ran my tongue back up her slit to her little button of a clit and diddled it with my tongue. Then, I put my whole mouth over her entire pussy and sucked as I pulled my head back gently. Her grip on my dick was tightening. "Susie, now you try it. Just lick on it like you would a popsicle first, and then put it in your mouth and suck on it." "Uh..., I don't know....., I...", she stammered."Oh, come on. I'm doing you. Besides, you don't have to suck on the whole thing. If you really don't like it after a while, you don't have to suck it."Well, okay. But are you going to keep doing me?" "Yes, if you want me to.", I replied. "Uh- huh!" she responded, nodding her head yes at the same time.

As it turned out, with my face buried in her hairless cunt, she couldn't reach more than the head and about an inch of my dick anyway. She began by tentatively licking the sides just under the crown. With each lap of her tongue I felt my cock throb. "Now, suck on it a little." "Uh..., will this.... precum hurt me if I swallow it?", she asked nervously. "No, no, no. It won't bother you at all. Now, just stick the end of my dick in your mouth. Yeah, there. Now keep your teeth off of it.....yeah, that's it. Now, close your lips around it.....oh, yeah! Now suck on it a little....yeah that's it! Watch your teeth....that's better. Now, move your head back and forth over it while you suck......oh, yeah.....oh, yeah!

Even though she was only getting about two inches in her mouth, I was not far from coming. Watching this 8 year old sucking on my cock was almost enough to bring me to the edge as it was. I turned back to her waiting pussy and resumed my exploration on her hairless slit with my tongue. I again ran my tongue down her hairless slit, into her hole and back up again. She stopped bobbing up and down on my dick, and I felt her mouth tighten on it. "Susie, maybe we can try something else.", I said. I got up off the bed, and pulled her over to the edge, spreading her legs around my hips. I took my cock in my hand and began rubbing it up and down her hairless slit.

She was looking me directly in the eyes, and panting heavily. After about two strokes up and down, I gently eased the head between her lips close to the hole. I then split the lips as I brought it back up to rub across her little clit. "Are...... you gonna..... stick it in me?" she panted. "Ssshhh!" , I answered, not yet knowing what I could do. I then ran the head of my dick back down to the entrance of her hole, and rotated it in small circles while pushing slightly. The tip of my dick head was going in! I had to hold my dick near the middle near the crown to keep it from bending as I slowly pushed in a little, then back out. I was using my left hand to rub up and down on her little clit button. On about the fourth stroke in, I almost had the whole crown in her tight little hairless hole. 'One more stroke', I thought, and I would have the whole head in. But the tip of my cock was feeling the barrier of her hymen already.

As I proceeded with the fifth stroke, I again encountered the obstruction, and I just held it there. Susie was now panting hard, making a sound with each inhale and exhale, "Uhhh....huuuuh......uhhhh......huuuuuh!!!"I knew that if I pushed any further, it would really hurt her. She looked as if she were coming already. Her eyes were rolled back in her head and her head was thrown back. Her arms were out to the sides, and she had a handful of bedspread in each hand. I looked down at her cunt, and I could hardly see her slit at all! She was so tight that my dick had her slit pulled down to where it was hardly visible. I knew that I just had to go further. "Susie, what I'm about to do will probably hurt just a little. But then it will go away and you'll feel real good,

okay?" "O..uhhhh......huuuuuh.....okay...uhhhh....huuuu!" she said between pants.I gently pushed against her hymen, moving back and forth ever so slightly, until....."Oh.....uhhh.....huuuh.....OWW!", she screamed. Tears started welling up in her eyes. I was committed now. I felt the obstruction seemingly melt away, and my dick slowly ease forward into her vise-like pussy. She was almost crying now, but she was still panting very hard. I resumed my gentle strokes in and out, going slightly deeper with each inward stroke. Oh, was she tight. After about three more slow strokes, I noticed that her tears had stopped welling up, and that she now was beginning to enjoy it! I now had about a third of my dick inside her body. I kept easing forward with each new stroke until...., I hit bottom. I only had slightly less than half of my dick inside her little body, but oh, what a feeling.

She was now cumming so hard, it almost scared me. I started pumping back and forth, watching her little hairless cunt disappear, then reappear; seemingly almost turning inside out. The tightness was incredible. When I pulled back, the suction of her twat seemed to pull me back in. I was almost there. Susies breathing went from the noisy panting to a constant moan, "Uhhh......huuuh......uhhhh.......ahhhhh....ahhhhhaaaahhhhhaaah hhh!" That was it. That put me over the edge. The sight of her cumming and the sight of my dick in that little hairless twat, combined with the incredible tightness caused me to start shooting my wad right there in her little cunt.

The tightness was almost too much to let it all out, so after about the third spurt, I pulled out and started rubbing the shaft of my dick up and down her slit as I shot my remaining wad.There was cum everywhere on her. It had shot all the way up to her throat, and a puddle was lying in the little indentation on her neck just above her chest. It was all over her belly and chest, and cum mixed with a little blood was oozing out of her open hole. I put on my robe and went to get a warm washcloth and towel to clean her up. When I returned, she was sitting up on her elbows playing with the cum on her chest and belly.

"Are you okay, Susie?" "Is this the white stuff you were talking about?" "Yeah." "Wow! It's all over me." "Are you okay. Do you still hurt?" "I'm okay, I think. It still is a little sore, though. I've never felt anything like that before. I liked most of it, but some of it really hurt." "I know. The first time is like that. The next time it won't be like that." "Are you going to do it to me again?" "No, hon. Not now. And not again unless you want me to." "Well, if it wouldn't hurt......, is your dick soft now?"

The next morning, I was racked with guilt over what I did to Susie. I began to get scared that she would go home and tell the whole thing to her mom. I quietly slipped down the hall and peeked into Lynn's room. Lynn and Karen were lying on the bed asleep, and Susie was on the floor at the foot of the bed in one of my old sleeping bags. Looking at her, I couldn't believe that just a few hours ago, I was pumping my dick in and out of her virgin, hairless little pussy. Scenes from that experience began to flash back through my mind as I looked at her, and I found myself becoming aroused yet again! I quietly slipped back down the hall, and jumped into a cold shower. 'I had to maintain my senses,' I told myself. After my shower, I wrapped a towel around my waist, and walked out to the kitchen to start some coffee. I didn't even notice that Karen had gotten up, and was sitting in the den watching me across the bar (my kitchen adjoins the den, and is separated by a bar). I was going about my business filling up the pot when, as towels sometimes do, it slipped off. I finished pouring the water into the drip machine, turned around to pick up my towel, and there she was! She was sitting in a chair facing me, and had gotten a good look at the top portion of my ass, and I'm not sure just how much of my dick she saw, but from her expression it seemed that she at least saw part of it.

"Oh, uh...., I....., I didn't know you were up," I stammered, picking up my towel.

She didn't say anything. I wrapped my towel back around me and quickly turned back around, acting as if nothing happened.

"What do you want for breakfast, bacon and eggs, pancakes...?" I asked, trying to stay calm.

"Do you have any cereal?" she asked, walking over to the bar to sit down.

"Let's see....," I said, "I think Lynn put it up here..."

I opened up the cabinet and stood on my tiptoes. When I did, you guessed it, off came the towel again. This time Karen got a full view of my ass, but I managed to pick up my towel without turning around. I heard Karen giggle her little girl laugh.

"I'm sorry, Karen. I'm not doing that on purpose. I guess I should have gotten dressed before coming out here. It's just that I didn't know you were up yet, or I...."

"It's OK Mr. Wolfe," she interupted. "I won't tell anybody. I mostly saw just your bottom. I didn't see much of your other...., thingy."

She was blushing. I was blushing. But worst of all, my dick was beginning to get it's share of blood too, and began rising slightly. But Karen kept looking at me, then my crotch smiling. Curiosity must run in this girls family.

"My 'thingy'?" I responded, smiling back at her.

"Well....., whatever you call it. I've never seen one before, so I don't know what it's called," she said through her smile.

My dick was beginning to poke out against the towel now. Karen's gaze began to linger longer on my bulge, her smile changing to a look of wonder.

"W-what DO you call it?" she asked hesitantly.

"Your mom has never told you about anything like this?" I asked.

"No, she doesn't spend much time with us at all. She is usually on the phone with her boyfriend when she's home, and the lady that keeps us when she's gone is real old." she said, still looking intently at my bulging cock.

"What do you call it, and why does it stick out like that?" she asked more boldly.

I knew where this was leading, but I was afraid that Lynn or Susie would come waltzing in any minute. I really didn't want Lynn to find out about any of this, and I especially didn't want any sibling rivalry between Susie and Karen. That would be all I needed, a big fight that would drag out everything that has happened.

"Karen, I'm not so sure it should be me to tell you these things. If your mom or ANYBODY found out that I was telling you about sex......"

"Sex? Oh, I know about that. That's when a man and a woman sleep together, then have a baby." she said proudly.

"Uhh..., Karen...., you do know that a man and a woman do more than just "sleep" together, don't you?"

"What do you mean?" she asked innocently, now looking me right in the eyes.

Just then, Lynn came walking into the den and plopped down on a chair. 'Saved by the bell!' I thought. Karen looked at Lynn, then back at me as if to see if I was still going to answer her. I just mouthed 'Later" to her, and turned back around to let my hard-on dissipate before slipping back to my room to dress. As I was walking down the hall, I was met by Susie, who had just woke up. I didn't know if I could look at her after last night, but I forced myself to.

"Hey there, little one. Did you sleep well?" I asked, trying to avoid talking about last night.

"Yeah, but I'm a little sore down there," she said, rubbing her little pussy through her panties.

"I know," I said, stooping down and holding her shoulders gently, "It's like that on a girl's first time. You'll be feeling better before you know it. But this has to be our little secret, OK?"

"Oh, I won't tell anybody," she said, as if gloating that she had a secret now that her sister didn't know.

Her sister was the least of my worries. Later that morning, the girls' mother called asking if everything had gone alright the night before.

"Did the girls do OK?" the voice on the other end of the phone asked.

"Uhh...., yeah, they were great!", I winced. Couldn't I have said something like 'They were well behaved'?

"Well, I know we don't know each other very well, but I wonder if I could ask a favor of you?" she began. "My fiance has gotten tickets to a concert out of town, but it would mean that we would'nt get back until tomorrow afternoon. I told him I didn't think I could go, but if the girls did OK there last night and you didn't mind......, I was wondering....."

"Oh, sure," I heard myself saying. "They're no problem. We've been having a good time . You just go on and enjoy yourself."

Well, now it was done. My dick and I were going to be alone again with those little lovlies.

She quickly gave me the details of where she would be staying, and we said goodbye. Then my thoughts turned to Karen, and those prebubescent little nipples.

The girls were ecstatic upon learning they were to stay over again. I wasn't showing it, but so was I. I had already begun plotting how I could get Karen alone later on.

The first item on the agenda after breakfast was a swim in the pool. As a matter of fact, we spent the largest part of the day there. Susie still would occasionally swim up behind me and gently pinch me through my trunks. She once even came up and put her hands on my shoulders and playfully wrapped her legs around me, but she still seemed to be quite sore, letting go and swimming away. Karen, however, was paying a lot more attention to me than the day before. She was constantly asking me to watch her as she jumped off the diving board. With the little bikini she was wearing, I had no problem with that. I got a much better look at her this time since Susie wasn't distracting me as much. Her suit clung to her little body, not leaving very much to the imagination. Her nipples were two little points sticking out, and the mounds of her breasts were just slightly beginning to show, barely rising at all from her chest. Her belly was tight and firm, and ther bikini bottoms were slightly smaller than the last suit she had been wearing, leaving a white tan line exposed around the bottom and top edges. My heart almost stopped when I saw that the crotch of her suit was so small, the legbands didn't quite reach each leg between her pussy. This left a little of her pussy lips exposed sometimes when she climbed out of the water. Again, my dick started to grow as I watched her, and by late afternoon, I had to send the girls in ahead of me to shower while my hard-on subsided.

Susie had already bathed when I returned to the apartment, and was watching the late afternoon cartoons. Lynn and Karen had been showering together, and as I walked down the hallway to my room, Karen came out of the bathroom holding her towel to her chest, the rest of it just hanging down in front of her. She let out a little yelp, and dashed into Lynn's room. This gave me an excellent view of her firm little ass, framed by her tan lines. I made my way down the hall, peeking into Lynn's room. Karen was standing with her back against the bed and facing me, still holding the towel in front of her and smiling.

"I just thought fair was fair since you saw me this morning," I said.

Karen just giggled, her head down a little, but still looking up at me with those deep blue eyes and smiling while playfully biting her lower lip. God she looked sexy with her wet, blonde hair framing her tan face and the towel hanging down between her legs leaving the flesh on either side of it exposed.

"Well?" I prodded.

She shrugged her shoulders, and before she could answer Lynn came out of the bathroom, so I turned and slipped back down the hall to my room. After dinner, Lynn began complaining of a headache. Like her mother, she got migraines from time to time, and usually had to go to bed because of them. Giving her the prescribed medication, I helped her into bed. I really felt bad for her, but knowing the medication usually helped her rest much better, my thoughts shifted to the other two girls. Now, just what were we going to do for the rest of the night?

After putting Lynn to bed, I walked back into the den to see Susie lying on the floor on her stomach watching TV. Karen was sitting beside her, her knees pulled up under her chin. I could just see her little white panties that were pulled tight over the tiny slit underneath them. I stood at the entrance to the den, right where I could keep an eye on her crotch, and began talking to them about Lynn's migraine. As we talked Karen leaned back and rested on her arms, slowly opening and shutting her legs. This gave me an excellent view of her whole crotch area, and everytime she opened her legs, the legband of her panties rose slightly, offering just a glimpse under them. I could tell where her little mound began to rise, but just when it seemed I could see a little further, she shut her legs again.

My dick was beginning to stir again, and I noticed that Karen's gaze was alternating between my eyes and my hardining rod. Susie was engrossed in the TV program, and while lying on her stomach with her knees bent and legs in the air, was moving her legs back and forth. I could see the tight fabric covering the little hole that just last night had my prick buried in it.

My dick was so hard now that I had to at least go somewhere and readjust it. I decided that now was a good time to take my shower, so I excused myself and slipped down the hall. While showering, my mind raced with thoughts about the night before with Susie, and about Karen with those little pointy nipples and tight little body. I had just began to wash off my raging hard-on when all of a sudden - KNOCK KNOCK KNOCK!!! Someone was at the bathroom door.

"Mr. Wolfe?" it was Karen.

"Y-yes, hon? What is it?" I stammered.

"I need to go to the bathroom," she sounded through the door.

"OK, I-I'll be out in a minute," I replied, not knowing how I was going to get rid of this hard-on in a minute.

"I don't think I can wait that long!" she said, "I gotta go real bad!"

Well, shit. Now what was I going to do. Here I was standing in the shower with a raging hard-on and no quick way to get rid of it, and the reason for it desperately needing to get in here with it. What was worse was the shower curtain was opaque.

"Can I come in, Pleeease?! I really gotta go," she said pleadingly.

'Well....., hell,' I thought. If she's really gotta go, she's gotta go. I'll just turn away slightly, so that if she does see my dick and get upset, it won't be like I was flaunting it in front of her.

"OK, Karen. Come on in, but don't be too long, OK?"

"OK." she said, opening the door.

I turned my head slightly as I washed my hair. She was looking straight at me as she glided over to the commode and pulled her nightshirt up. Her eyes were glued to my ass, and I'm sure she was able to see the tip of my dick sticking out away from my slightly turned body. She dropped her panties and sat down in one quick motion. Damn! Couldn't see anything. I resumed my hair washing, and after rinsing the suds out, turned my head back around to see her leaning over to get a better view at my cock. When she saw me look, she sat back up, swinging her legs back and forth while still sitting on the toilet. I could tell she was through, she was just trying to prolong this as long as she could.

"Mr. Wolfe?" Karen asked, her voice trailing up at the end.

"Yeah, hon."

"You never did tell me what you call your thingy."

'Here we go,' I thought. "My 'thingy', huh?" I said mockingly. "Well, it's called a bunch of different names. The scientific name is penis."

I looked back around to see her leaning over again. This time she made no effort to hide her curiosity. Through the shower curtain I could see the dark blue dots that were her eyes staring intently at the end of my throbbing member, as she was biting her lower lip sexily. I turned her way slightly, so as to give her just a little better look. She released her lip as her jaw dropped slightly.

"Sometimes I call it my dick, and other times I call it a cock," I said, pretending not to notice her stare.

"Why does it stick out like that?" she asked, obviously not thinking that I would now know she saw it.

"Hey, no fair!" I said, turning back around andpretending to sound a little angry. "You've seen me a couple of times, and I haven't seen you yet!"

She sat there on the toilet for a few seconds, biting her lip again, and then I saw a smile come over her face.

"Well....., OK. But you're not gonna tell anybody, are you?"

"Well....., not if you don't want me to," I said, trying to make it sound like it was a tough decison.

"And if you see mine, I have to see yours again too. OK?" she said, trying to gain some control of the situation. A typical woman I thought.

"OK, but you have to take all of your clothes off for me to do that," I replied, turning off the shower.

"UH..., Mr. Wolfe....," she complained.

"Well, if you're going to see me completely naked, it's only fair that I see you completely naked, too."

"But......, I...., I don't have anything on top. Why do you want to see me up there?"

"Oh, I think you do have something. Besides, what I have seen so far looks very sexy."

"It DOES?" she said, pleasantly surprised. "OK, then. If you really think I look sexy."

With that she wiped herself, and stood up. Her shirt immediately dropped, covering her pussy as she stood. I turned around slowly, watching her as she crossed her arms grabbing the bottom hem of the shirt, lifting it over her head. The shower curtain prevented me from seeing any hard detail, but I could see a slight shadow where her slit would be, and I could see the shadows on the underside of her little nub like nipples. Her eyes came to rest on my cock, which was throbbing slightly with my heartbeat.

"I'm going to open the curtain now, OK?" I said to her softly.

"OK," she said, smiling still biting her lip.

I eased the curtain aside and was greeted by the most beautiful little preteenager I have ever seen. Her blonde hair framed her pretty face, flowing down onto her chest just above her nipples. And those NIPPLES. They were slightly darker than the rest of her skin, and stuck out like little cones on two very slight mounds. They seemed to have a slight thickness to them, as if her breasts were growing from them instead of her body. Her belly was tight and flat, with just a slight hint of an hourglass waist beginning to show. From there, her abdomen sloped down bast her hips, which were just beginning to become round, and down to a bald mound split by one of the tightest looking lines I have seen. Maybe because she was slimmer, but her little twat seemed to be more firm and tighter looking than her younger sister's.

"Gosh! It's moving!" she exclaimed, looking at my bouncing cock.

"That's because I'm pretty turned on," I said coarsely.

"W-what do you mean?"

"When a man sees a pretty girl, especially one like you that looks so sexy, he sometime gets turned on and his dick gets hard. When he gets real hard and turned on, sometimes it throbs like this," I explained.

"Y-you mean I turned YOU on?" she asked shyly.

"Yes you did, hon," I said while stepping out of the shower.

My dick was now only about a foot away from her. I took my towel and began drying off.

"Here, do you want to dry me off?" I asked, hoping to give her an excuse to touch me.

"S-sure!" she stammered, yanking the towel out of my hand.

She stooped down and began by drying off the flesh surrounding my throbbing cock, stroking my skin very gently. Her gaze was riveted on my dick as it bobbed slightly in front of her face.

"You can touch it, it's alright. It needs to be dryed off too," I coaxed.

Without a word, she tentatively reached out and ever so gently stroked the towel from the head, down the shaft and to my pubic hair.

"What is this?" she asked, almost breathlessly while rubbing the towel across my balls.

"T-those....., are my..., testicles," I gasped trying to catch my breath. "Sometimes they're....., called balls."

"Aaahh!" I could hear her say almost under her breath as she continued to gently stroke my dick and balls.

This girl was about to make me pop my load right here in her face. And the thing was, she wouldn't even know what it would be spurting on her.

"Hold it a minute," I said, raising her up.

As she stood, my dick brushed her alongside her left nipple leaving a slight trail of precum, almost causing me to lose it right there.

"What's the matter, did I do something wrong?" she asked warily.

"No, no, hon," I said reassuringly. "There's something I think you should know."

I led her over to the vanity and motioned for her to hop up and sit down. Her legs spread slightly, giving me my first full view of her hairless little twat. I stood in front of her, my eyes looking back and forth from her tiny pussy to her deep blue eyes, and her eyes looking back and forth from my dick to my eyes. My head of my dick was just about between her knees.

"Karen, I wanted to tell you this before it happened, so that you wouldn't be surprised. You notice this stuff seeping out of the hole in the end of my dick?"

"Yeah, I saw that. What is it?"

"It's called precum. It comes out after a man gets aroused, and it helps him to lubricate the girl so that it will go in her easier," I said, knowing I was jumping way ahead of her.

"Lub-lubricate? What do you mean?"

"Well, When a man and a girl have sex, his dick is supposed to go into her hole..., down there," I said, pointing down at her pussy.

"Ohhh,"

"And after they rub it back and forth in there for a while, the man shoots cum, or sperm into the girl. It feels really good for the man, and the girl can feel really good too."

She looked at me with a puzzled look. I knew that I wasn't handling this as well as I did with Susie....., SUSIE!! She was still up! What if she came in on us? Shit! Well, I was too far gone to stop this now.

"Uhhh...., that doesn't mean that we are going to do anything like that though. I just wanted to tell you, because sometimes the man cums..., shoots cum before he puts it in the girl, especially if she is rubbing him."

Hell, I had to calm down. My heart was pounding in my chest, my cock was about to explode. I didn't want it to go this way. I had to get control of the situation.

"Hey, I'll tell you what. I can do something that will feel real good to you. Want to try it?" I asked.

"I-I don't know. What is it?"

"Kisses. I kiss you on different parts of your body. It feels really good!"

I saw that beautiful smile come back across her face as she again bit her lip sexily.

"OK," she said, barely speaking.

I eased her back until she was resting against the mirror, and gently leaned forward kissing her lightly on the forehead while holding her head lightly. Then, lightly on the lips. Her eyes never closed, but she returned the kiss, ever so slightly. Then, I kissed her chin...., down..., her neck..., down further....., just above her nipples. I was now about to kiss those beautiful nipples! I gently eased my mouth down, and over the little cone of her right nipple. They just fit in the pucker of my lips, and I gently eased my tounge out and caressed it. I heard her breathe in sharply. Slowly, I moved across to the other one, kissing her chest along the way, and then taking it between my lips while I eased my left hand up to her right nipple and held it gently between my thumb and forefinger.

"Oooooooooo....., that...., that does feel pretty good!" she said between breaths.

I let my right hand slide down along her side until it came to rest where her hip met her thigh. I began to make circles on her thigh and hips, each one wider than the first, until....., I was just brushing the area where her left leg met the left lip of her hairless pussy. Her breathing was becoming more rapid, so much so that it was becoming harder to keep my mouth on her little nipples. I gently eased my hand down her thighs, parting them further before lightly running my fingertips up the inside of her thighs. I was almost there! I began kissing down further, the top of her belly...., her navel..., just above her pubic mound...., and there it was! The most beautiful, hairless little slit I have ever seen. It was a slightly raised mound, divided by nothing more than a line. It looked so tight!

I gently ran my fingertips along the outside edge of her right outer lip, following up alongside her little slit...., over....., and back down. Her pussy lips were soft, like rose petals, but at the same time they had a firmness to them, unlike her sister's. Karen definitely had no baby fat here.

I bent down, and kissed her just above the point where the slit started. Then, with my tounge, I caressed down her right outer lip, jumping over her slit, and back up the left lip. Her legs involuntarily spread even further, and every few breaths or so a short "oooooo" would escape.

I could now see the moisture beginning to show at the base of her slit. Her aroma was very light. I gently stuck my tounge out, and slowly...., eased forward until....., there! My tounge was now barely touching her slit near the base, and ever so gently, I parted her lips with it and brought it up to the top. She inhaled sharply, holding her breath until my tounge swept beyond the top of her hairless slit, rubbing her tiny clit as it passed.

"Ohhh, my gosh!" she exclaimed. "What are y...?"

"Sshhhh!" I said, winking at her.

I eased back down and repeated my last move, this time probing a little further , but instead of sweeping past her clit, I gently caressed it back and forth with my tounge.

"Ooooooooo...., oh!" she moaned.

Then, running my tounge down her slit again, I carefully probed my tounge into the opening of her hole. Doubling my tounge together, I eased it in about a half an inch before pulling it back, the suction of her tight twat pulling on my tounge as it withdrew.

"Uhhhh....., hhhu...., uhhhh," she grunted repeatedly with each gentle thrust of my tounge. "Hhhu....," cutting off sharply on the inward thrust, and "uhhhh" when I withdrew.

Even though she was three years older, her hole was much tighter than her sister's. I continued fucking her twat with my tounge, probing slightly deeper with each inward thrust until...., there it was. That thin membrane that made her a virgin. I ran my tounge around it as best I could. Her tight cunt was gripping my tounge so hard I could hardly move it anyway but back and forth. Slowly I eased my tounge back out, the suction and the grip of her cunt pulling it as I withdrew. I stood up, and taking my cock in my right hand, eased up between her legs until the tip was just before touching her tiny, hairless cunt. I scooted her down further, bringing her pussy into contact with my dick. The precum was oozing out steadily, and I wiped it up and down her slit.

"Ooohhh!" she moaned, arching her back as I slipped my dick head back and forth.

The juices from my mouth, her cunt, and my dick had made her whole pussy slippery, and I removed my hand and began rubbing the whole shaft of my dick up and down her smooth, hairless slit. I looked down, watching the tight lips open slightly, letting my dick run between them. I reached up and rubbed my thumb over her right nipple, sliding my right hand down to grip her tight ass cheek. Then, backing up slightly, I eased my cockhead down until....., there. It now was at the entrance to her tight hole. I brought my right hand back around, taking my cock and rubbing it in small circles at the base of her slit. Her juices, as well as mine were flowing heavily now, and the very tip of my cock slipped into her entrance ever so slightly. This was it! I took my hand away and eased forward slightly, but her hole was so tight, my dick just bent even though it was rock hard. I grabbed my dick again up near the head, and slowly, gently, eased forward, pushing the crown of my dick in her about a half inch further before easing back slightly.

"Ahh..., oww..., ahh...," she let out with each mini-thrust, holding her breath in between.

With each slow thrust, I took a little more of her virginity. She now had her eyes clamped shut, wincing as I continued to work the tip of the head in and out of her tight, hairless twat. I almost had the whole crown in now. Just a little more....., push...., oh..., it was in! Karen's eyes were still shut, her mouth open, and her breaths coming in short bursts. I looked down to where my dick had begun to enter her hole. All I could see now was the shaft. The head was all the way in her, and her lips were stretched tightly around it. The pressure her cunt was exerting on my dick head was incredible, almost but not quite to the point of pain.

After giving her a chance to catch her breath, I gently eased forward again, only this time with a constant, slow pressure. Suddenly I felt something give way.

"AH.., OOOWWW!!!" she cried, tears welling up in her eyes.

I bent over, kissing her on the lips, still exerting my slow, forward pressure. She began to kiss me back, even though the tears were rolling down her cheeks. I began to feel my dick ease slowly further into her tight, hot hole. I now had about an inch beyond the crown inside her. Gently, I began try to move back and forth, but even though her pussy was wet, my dick would hardly move she was so tight! She broke the kiss, grunting each time I attempted to move my dick. Her tears were beginning to dry up now as my cock slipped deeper....., deeper....., until...., at last I was all the way in! Her tiny, hairless twat was much tighter than her sister's, but it also stretched much deeper! I leaned back and looked down at my pubic hair resting against her hairless mound, then back at her face. She looked as surprised as I was. My dick is not exceptionally long, but I had the whole thing inside her. I picked her up, still impaled on my rod, and carried her over to the toilet. I sat down with her on top of me, holding her just below her nipples with both hands and scooting down until her feet rested on the floor. I could now see all of her at once, from her lovely face, past her beautiful cone shaped areolas, down to her tight hairless twat stretched around me.

I began to move in and out of her in short, gentle strokes, back and forth. The tightness of her cunt was not letting me move very much at first, but with time my strokes began to loosen her up enough that I could move more with each one. Her breaths were timed to match each thrust, inhaling loudly as I thrust in, and exhaling as I withdrew. I could feel the force of my cum building in my balls now. Her tightness had actually kept me from cumming up until this point, but now the dam was about to break. She began to match my thrusts now, her own orgasm building as our strokes shortened.

"Ah..., ah...., ahhh...., aaahhh...., ahhhhaaaahhhaaahh!!!" she moaned as she climaxed.

With one long, deep thrust I began exploding deep inside her tight, preteen cunt. The spurts seemed to come in long, slow gushes, as the jism tried to find a place in her twat. I came for what seemed like hours. I pulled her down, laying her on top of me as the last drops oozed inside her. I could feel her hard little nipples poking into my belly as we lay there.

"Oh, Karen! That felt so good. I'm sorry it hurt you, hon."

She lay there a moment before answering. "It felt good to me too, most of it. That one part really hurt, though."

Just then, I saw movement out of the corner of my eye.

"SUSIE!!!!" I said, sitting up trying to pull Karen off of my dick. Her cunt was so tight it eased out so slowly, until the head came out with a slight 'pop'.

"How long have you been there?" Karen asked.

Susie just stood there with a smirk on her face looking at Karen.

"Ohhh, I've been standing outside the door since you went to the bathroom. I opened the door a little and peeked in the mirror and saw him licking you down there. I just stood there and watched, and you never did see me," she said giggling.

"Susie, you better not tell!" Karen commanded sternly.

"Oh, I won't tell. But only if Mr. Wolfe does me, too!"