The first time I was asked to baby-sit Rachael it was three months before her 12th birthday. Her parents knew me from the neighborhood and simply asked me if I would baby-sit their daughter for the afternoon. Having the day off and seeing the opportunity for a little extra cash I agreed.

She came over wearing a pair of black stretch pants and a loose fitting, powder blue sweater (it would have probably fit fine but because of her slender frame it had an oversized appearance). Rachael was tall for her age and rather slim. Her teeny hands and wrists gave her a delicate look. I could tell as soon as I saw her that she would grow up to be quite a little heart breaker. She had shoulder-length reddish brown hair, which matched her light brown eyes. Rachael wore her hair pulled up into a high ponytail. Her light skin, large bashful eyes, narrow waist and neck gave her the look much like a cartoon girl would have. Her petite mouth gave a graceful smile which only added to her innocent charm.

I welcomed her in, showed her the TV, the refrigerator and where some snacks were if she wanted some. Rachael was actually quite shy. She sat down on the couch and watched some TV but other than that she didn't say a word. I was pleased, I had been hoping that she wasn't a problem child and the only reason her parents had asked me to baby-sit was because they couldn't find anyone else. It turned out to be quite the opposite.

She was very well behaved, in fact she did pretty much anything I asked. I first noticed this when I made the simple suggestion that I was thirsty and she could help herself to something if she got me a soda from the fridge. Right away she practically sprang up and grabbed me a soda. I was a little surprised but I chalked it up to her being nervous and shy. At first I didn't think anything of it but I soon began to wonder what else this youngster was willing to do.

They say that curiosity is what killed the cat, well it may not have killed me but it sure as hell got me thinking. All too soon it was time for Rachael to go. By this time I got to thinking about Rachael and her dainty features. So my eyes were glued to her ass while she was bent over fully at the waist putting her shoes on. I figured what the hell. I pretended to playfully hurry her out the door all the while my hand is on her itty-bitty bum. I purposely positioned my hand so that my middle finger was covering her virgin opening. I could feel the warmth immediately. My other fingers could feel where her panties stopped and where all that keeping me from feeling her smooth, tight, young ass was a thinly stretched piece of nylon, the feeling was surprisingly arousing. In her naiveté she didn't think anything of it, and given her personality I didn't think she'd say anything anyway. So I groped her ass all the way out the door. After she left I was surprised at myself, I truly enjoyed the feeling of this little girl's ass.

Apparently Rachael's parents where pleased with my baby-sitting so they asked me to do it again not to shortly after. I had no objection. Rachael came over this time a little more relaxed. She actually said "Hi." and once again made herself at home. This time I though I'd go a little further and find out her limits as to what she would do without objection.

"Rachael, do you know how to keep a secret?"

"Yeah. Why?"

"I was wondering something."

"What is it?"

"Do you know about sex?"

"Oh, I know about that." She said casually. "My older sister told me all about sex."

Hmm, provocative. "Really? How old is your sister, and what did she have to say?"

"She's 19 now and she told me all about sex a long time ago and what she does to a man to make him feel good." This keeps getting better and better. I never expected to hear this from a girl her age let alone a girl with Rachael's personality.

"Rachael? Do you think that you could show me some of the things that your sister told you about?"

She paused for a second, licked her lips and said "OK." Simple as that. Rachael walked slowly towards me with a sly expression, thin smile and that sensuous sway in her walk that you usually only see in a woman.

She knelt in front of me. "My sister says this is what guys like best."

Rachael undid my pants letting them fall to my ankles. With deft hands she grasped my hardening cock with remarkable skill. Her juvenile mouth engulfed me. The sudden shock of pleasure made my knees buckle. Quickly I regained my senses, relaxed and began to enjoy this miniature suck job. I laid her down so that I was on top of her. I placed my knees on each side of her head pointing my cock directly at her mouth. I made sure Rachael was still able to bob her head up far enough to suck my cock.

Once again my curiosity got the best of me, I wanted to see what she could do. I crammed my thick cock down into her small mouth almost all the way to the balls stretching her lips as far apart as they could go. Soon I saw a panicked look in her eyes as she had too much in her little underage opening. I backed off and let her adjust.

As I pulled my cock out her saliva ran from the length of my cock back down into her mouth. Rachael took a few deep breaths. Despite her effort and skill this was obviously her first blow job. Fucking the mouth of this compact lass was an incredible turn on. Her tongue had a mind of its own. She wrapped her lips around my hard member and began to suck, gliding her tongue underneath my shaft. I grabbed her pony tail and humped her face. She moaned and thrust as much of my cock into her teensy mouth as she could take. This only encouraged me to fuck her little head as much as I could. She began to suck with wild abandon.

It was as though this little girl was truly enjoying blowing me. She began to moan wildly. I would occasionally thrust my cock past the little tight part in her throat. She picked up a rhythm. She quickly learned to breathe through her nose while swallowing me. Rachael seized my cock like a pro. I shoved her face down on me and she held her grip. This became too much. I placed each of my hands on her head, wrapped my hand around as much of her hair as I could and began to release in her miniature mouth.

My cum came in torrents. "I'm gonna cum! Swallow it Rachael." My words surprised me.

"Mmmmpphhh." Was all she could reply. I came all over her youthful face and mouth. My cum squirted all over her innocent face and tiny chin. She took it in stride, Rachael just laid back and smiled as best she could with a cock ramming in and out of her mouth. She pulled off with a little suction noise leaving a trail of cum from my spent cock to her too-young mouth.

"Oh. God. Rachael, where did you learn that?"

"Hehehe, I dunno." She giggled and shrugged her shoulders.

Rachael skipped off to clean the first cum she ever had off her face. When she returned she was carrying a box of tissues and was still smiling, evidently she had no idea she could do such a thing and was quite impressed with herself.

"Here, let me clean you up." Once again she knelt in front of me. She pulled out a couple of tissues and wiped up all the cum that I had left on me. When she finished she threw them out, sat down and turned on the TV like nothing had happened. I couldn't believe my luck. I had found this tiny little thing who sucked and didn't think anything of it.

I picked myself up and watched TV with her until it was time for her to go. After about 45 minutes she started to get ready to leave. I walked her to the door. Before she opened the door she jumped up, threw her arms around my neck and gave me a deep passionate kiss.

The feeling of her thin smooth lips and her lively tongue in my mouth was without comparison. When Rachael came over again she was unusually gleeful. I let her in and she was practically jumping out of her skin. I wondered what was so important. Whatever she had I'm sure it was urgent and all her excitement was making me curious.

"Guess what!!? Guess what!!?" she exclaimed.

"What? What is it?"

"It's my birthday!!" as she said this she threw her arms in the air pulling her shirt with them incidentally giving me a glimpse of her tight flat stomach and a view of how her pants literally hung off her thin hips.

"Really!?!" I had no idea at that time.

"Yeah, I'm 12 now." she seemed so proud.

"What did you get for your birthday?"

"Well...I got these." She lifted her shirt up a little and with her other hand she pulled down her pants a bit revealing the sexiest little pair of bikini panties I have ever seen. They were red and looked like they were silk or satin.

"W-Where did you get those?!" I stammered.

"Oh, my sis got 'em for me kinda like a joke I guess. But I thought I would try them out."

I was liking her sister more and more every day. "Wow. I like them." Rachael then got a pouty look on her face.

"You didn't get me anything." I was pretty sure she was just kidding with me.

"Well, if you want I'm sure there's something I can give you. What would you like." Again I saw that sly look on her slim face. She didn't have to tell me what she wanted.

"Rachael, let's take a closer look at those panties."

Rachael kicked off her shoes and dropped her pants in a flash. She put her hand on her hips, tilted her head to one side and said "Well..." She picked up her pants off the floor and dug something out of her pocket. It was a tiny thing of Vaseline. She had done her homework. Rachael tossed the bottle to me and the next thing I know she's bent over the couch in the other room with her panties pulled over to one side exposing two of the sexiest, tightest holes I've ever seen.