Chapter 1

Dawn awoke to feel her best friend stroking her back and whispering soothing words in her ear. Looking around she didn't see Dave; it was just her and Jace, still naked on the huge bed.

"How do you feel, really feel?" asked Jace.

The 12 year old stretched and thought for a few seconds. She then smiled, hugged her little friend and exclaimed, "It was the MOST fantastic thing that's ever happened! I didn't expect him to take my ass though."

Jace chuckled, "I didn't know where he was sticking that big cock till after you fainted! Are you sure you are okay, I mean, will you want to do more?"

Dave had dressed and walked back into the studio just as Jace had posed her question. He quietly awaited Dawn's reply. "You know I love the things we do together and this is a hundred times more exciting! Dave is also a cool guy and he's big but he didn't hurt me. I'll do whatever you two want me to do." Dawn gave her best friend another big hug.

The girls noticed Dave standing in the doorway and both smiled. He walked over and sat on the bed. He hugged each naked preteen in turn and kissed both on the lips.

"What do you think lover, asked Jace, are you happy with my friend?"

"Very much so, said Dave smiling at Dawn, she's going to be a great model. I'm also happy you have such a good friend."

"She's more like my older sister," replied Jace.

"Well I happen to think she is really good, turning to Dawn he added, it was a great pleasure taking your ass cherry. I'm happy you had such a great cum from your first ass fuck."

"You are so kewl. No wonder Jace loves you so much." She got on her knees and gave Dave a big kiss. "I love you too!"

Jace grabbed her friend's arm and pulled her away. "Listen Ms Big Tits, she said with mock severity, he's mine! I just lent him to you for an hour, that's all!" They all looked at each other and had a big laugh.

Dave reached in his pocket and pulled out money. He gave two $100.00 bills to each naked preteen. Dawn stared at the money in her hand and tears began to well up in her eyes. "Jace said I would get $100.00. Wow, like I've never even seen this much money before especially in my own hand. Oh, thank you soooo much!" she leaned forward again and kissed Dave hard on the mouth.

Jace helped her friend wipe away the happy tears and hugged her. "I told you he's a great guy."

Dave took Dawn by the shoulders and looked in her eyes. "I realize you have already been on quite an emotional rollercoaster today, but I heard you tell Jace you would be willing to do more? If you are, we could do a video this afternoon and I'll give you another $300.00! What do you say?

Dawn looked at Jace who nodded yes, then back at Dave and nodded in the affirmative. She grabbed Dave, by the neck and gave him a huge hug. Dave laughed out loud again and winked at his little lover Jace.

Prying Dawn's arms from around his neck he announced, "I have to make a quick phone call. If you brazen hussies would only put some clothes on, I'll take you out to lunch!"

The two naked preteen started to babble and giggle as they got off of the bed. Dave went back into his living room and made a call to Bill. He made arrangements for Bill and Edna to come over at 2pm to help with the video.

The girls came out with their regular street clothes on. Jace took her friend by the hand and said, "Wait till you ride in Dave's Lincoln Navigator" and off they ran through the door.

Chapter 2

They drove to Jace's favorite pizza place and Dave order a super party pizza, with the works, and got sodas for the three of them. They sat in a booth, well in the back while waiting for their meal. The two lovely young girls sat across from Dave with Jace facing him. He felt Jace's slender little foot rub up against his lower leg. He grinned at her and winked.

Dave began to carefully questioning Dawn about her family life. Jace had already told him that Dawn was a very unhappy girl. Keeping their voices low, Dave drew out a heart rending story from the pretty preteen. Selma, Dawn's mother, was a slut plain and simple. She had become pregnant at 20 and quickly married a construction worker. He was a decent father, working hard and was very loving to Dawn. She realized, even at the early age of six, that there was trouble between her parents and that her mother was the cause. It wasn't much longer before she found out that the reason for the friction was that Selma was seeing other men.

One night, when she was almost nine, her father was supposed to work till midnight. Her mom had come home shortly after work, already drunk, with two men holding her up. Dawn heard the laughter and grunts coming from the main bedroom. She already knew what those sounds meant from listening to her parents. She quietly went to the slightly opened door. Her mother was naked, on all fours, in the middle of the bed. The men were equally naked with big hard cocks. Dawn watched in utter amazement as the guy in front was shoving his thick cock deep into Selma's mouth. Her cheeks were bulging and there was a distinct lump in her throat.

The other guy was behind her mother's obscenely spread legs. Dawn could plainly see her mom's asshole while underneath was a black bush covering her vagina. The man was shoving his fingers back and forth, into that hairy mound, while stroking his own large cock. The two men were laughing and calling her mom dirty names. The guy behind withdrew his fingers and them shoved them up Selma's asshole. He moved his cock forward and easily bottomed out all in one stroke. Selma pulled her mouth away long enough to shout out, "Yes, fuck me HARD!!" The man in front quickly pulled her back on his cock and shoved his prick deep into her willing throat. Dawn moved away from the awesome but troubling sight in front of her and went slowly to her room.

The sex noises kept going for another couple of hours. Dawn heard the front door open. She desperately wanted to rush out and stop her father from seeing what she had witnessed. She just couldn't and lay frozen in her bed. A huge bellow of anger followed. There was a big commotion. She was not afraid for her father as he was a very strong man. The two men were thrown from the apartment. The rest of the night was filled with screaming and shouting from the other bedroom. The fighting continued, almost unabated, for the next two nights. On the third night, very late, her father came into her room, held her tightly and kissed her. "Please remember that I love you very much." He was gone the next day.

A couple of nights later, her mother didn't come home and she was alone all night. It became a routine, either being left alone or her mom staggering home with one or more men on her arm for a night of noisy sex. Dawn cornered her mother one night and asked, "When will daddy be coming back?" Selma just laughed at her. "He never was your daddy. I was already knocked up and convinced the dummy that he was the father," she spat. Selma had tried to track him down to force money from him. It appeared he had expected this, from the slut, and skipped to the Middle East to work.

Dawn hated her mother from that point on. The saving grace had been her newfound friendship with the younger Jace. They became like sisters. Kitty, Jace's mom, treated her with love as if she really was Jace's sister. Kitty and Selma worked at the same place but Kitty knew exactly what Selma was like and how terribly she treated Dawn. Kitty managed to get Dawn enrolled in the free lunch program at Rosewood so the poor thing wouldn't go hungry. She took Dawn in each night that Selma was on a tear, and gave her a couple of other meals during the week.

Dave listened carefully to this tale of abuse and neglect. Every once in awhile, he would nod gravely and he watched Jace rub her friend's shoulders, to comfort her, throughout the story.  An idea was starting to ferment in Dave's head. Dave asked her where her mom usually went and when would be her next night off. Dawn said, "She goes to the Kat Klub downtown and she's going out Thursday night. I'll be staying over with Jace and Kitty."

Dave said, "Dawn I promise you right here and now, you'll not be hungry again and always have money from modeling,"  He looked into her eyes and watched the confusion, rays of hope mixed with anguish.

"Mom will take any money she finds, she won't let me do anything for myself." The little girl said, her face falling in despair once again. Dave took her little hand in his and said very firmly, "No, she won't take your money. Trust me Dawn."

The girl looked up at him, happy tears this time welling in her eyes. Jace sensed what her friend was about to do and stopped her from grabbing Dave and kissing him. "Wait, I know you are happy but wait till we get out of this public place," the 11 year old said wisely.

Dave told them to finish off the pizza and use the washroom while he made a call. He went out to his SUV to have some privacy. He called Bill first to get Bobby's number. Bill gave it to him and said they would be leaving for Dave's house in a few minutes. Dave then dialed Bill's friend Bobby Bains.

Dave had only met Bobby twice. He was a huge back man with a monster cock. He lived in a seven bedroom house, located on 10 lovely acres, outside of the Spryfield city limits. His studio rivaled that of Dave's plus he had a large outside pool that was the backdrop in some of his productions. Dave mainly did gangbang videos with young sluts. His stuff was all very hardcore. Bobby and his two lieutenants, Nolan and Herbie were also moving drugs and had plenty of underworld connections. They were a fearsome, threesome and very few dared cross them. He also had a large, well trained Mastiff called Stryker who loved human females!

The phone was answered by a booming deep voice, "What?'

"Bobby, this is Dave Davidson, Bill's friend, have you got a few minutes to talk as I need a favor?" asked Dave.

Bobby boomed again, "I can't lend any equipment as we're filming all weekend."

"Oh, no, not that kind of help," he quickly said. He briefly explained about Selma and how she was abusing her daughter. He passed along his idea and where Selma could be found on Thursday night. He admitted he did not have a description.

"Don't worry about that, I have a bro that's covering the door and our, ahhh, business interests at that club, said Bobby, Bill says you are a stand up dude so no problem."

"Just let me know how much you want and I'll get it to you," said Dave.

"Hey, Bill says you are okay, I'm not charging friends. I'm sure the boys and I are going to enjoy the evening and make a profit, too!" They exchanged goodbyes and broke the connection just as the girls got in the SUV.

Chapter 3

Dave pulled in his driveway with Bill's Beamer coming right behind them. They entered his house and introductions were made all around.

"They are beautiful, said Edna leaning towards Jace, and you seem to have stolen our friend's heart. You must be very special". Jace just beamed as Edna hugged her and then Edna hugged Dawn.

"How would you girls like to have some nice makeup," she asked. Both preteens quickly nodded and Edna walked away holding each girl's hand.

Bill laughed and said, "She works fast doesn't she."

Dave nodded and joined in the laugh. "I still don't know how you ever managed to get such a good woman and a hot one at that."

The two guys started to plan the video and what would be needed equipment and prop wise. Once in the studio, they began the set up checking all of the cams and recorders.

"I brought over another handheld if you want it," said Bill. They went into the secret closet on the other side of the one way mirror. The three females were already naked with Edna applying makeup to the preteens occasionally tweaking their nipples and running a finger up their slits. She was asking Dawn about losing her ass cherry. Dawn was describing, in wondrous detail, the events of that morning. Little Jace was also interjecting some very interesting points. The two guys chuckled on the other side of the mirror. Bill said, "Edna will have them ready to boil by them time they come out here." They left the room and went back out to the studio to wait.

The three of them came out wearing different color bikinis, Jace in pink, Edna in a red one and Dawn in a nice black outfit. Dawn had a bigger bust and ass then even the older Edna. All three looked very hot and the two preteens seemed well primed for the action to come. Edna was an old pro at getting the best out of these sessions so she took charge of the posing. All of the video cams were running, Bill had a camcorder and Dave was snapping with the big digital. The scene was set with the three females frolicking on the beach set. The action heated up with the tops coming off then the bottoms. They were all playing with each other using fingers and mouths. Every so often, Edna would look at the guys and grin. It was evident she was as excited as the two naked preteens.

Edna finally got the girls up and retired to the changing room. While in there, she told the girls that the video would start in earnest with the next set. They put on garter belts and stockings leaving their breasts, pussies and bum holes naked. Edna described how girls performed in a 'daisy chain' where all three would be eating each other at the same time.

They went out and climbed on the large bed. They were kissing and fondling each other until Edna felt the girls were hot enough. She had them form a triangle with each of them lying on their sides, each mouth glued to the pussy in front of it. Tongues were soon busy licking between pussies and bum holes. Fingers were squeezing nipples, rubbing clits and in the case of Edna and Jace, deep in their pussies. Jace had all four of her little fingers shoved up her friend's newly fucked ass. Slurping noises, moans, groans, ooooohhhhhhs and aaaahhhhhs were filling the air.

The guys were getting great close ups! They winked at each other as the action got hotter and they knew the girls were about to blastoff. Actually, it was Edna who was first to scream as Dawn's tongue was very busy deep in her pussy.

"Aaaaahhhhhhhhhh , you are such a great little cunt licker, ooooooohhhhhhhhhhh you are making me cum HARD!!!!!!" Edna bucked, on the bed, while still trying to keep her mouth on Jace's pussy.

Dawn was only seconds behind as Jace's fingers had been working as hard in her ass as her little pink tongue had been going on Dawn's little clit! She was starting to believe that her ass was bringing her more pleasure then anything else. "Oooooooommmmmmph. Aaaaahhhhhhhhhhh, Jace, finger my aassssss!!!! I'm cummmmminnnnng!" she screamed as the juices poured from her pink and still virgin pussy.

Jace finally started flopping around like a fish out of water as Edna manipulations of her pussy and ass brought her to a huge climax. "aaaaaaaaaahhhhhhhhhhhhhhhhh, aaaaaaahhhhhhhhhhh, aaaaahhhhhhhhhhhhhhhhhhh," cried out the pretty 11 year old.

All three collapsed and started to hug and gently kiss each other. The guys took a few more shots and then checked to see what they had.

"Great session my lovely ladies," announced a very pleased Dave.

Chapter 4

Edna told the girls they would stay in their garters and stockings for the next session. Bill went and got cold sodas as everyone took a short break.

"For the start of the next set you two beauties are going to suck off Dave and Bill. Dawn do you mind being with Bill?" asked Edna. Dawn looked at Jace, and then Dave and Bill then returned her gaze to Edna. "No, its okay but I haven't sucked off a man just a couple of boys."

"It's all the same Dawn except Bill is big, like Dave, he will lead you along and won't push it down your throat until you get more experience," smiled Edna.

The guys took off their clothes and sat side by side on the end of the bed. Edna adjusted two of the cameras and picked up the camcorder. She had the girls get on their knees between the men's legs. Little Jace grabbed Dave's cock in he little hand, looked up and grinned. "I've got you now lover!" Everyone laughed at her enthusiasm. Dawn, kneeling next to her, smiled and reached out to take hold of Bill's erection. She looked up at his eyes and the man smiled at her in encouragement. Both girls gently but firmly tugged on the cocks in their hands in steady strokes

Jace soon leaned forward as she was eager to taste her lover once again. She had been worried that Dave would want Dawn more than her especially after the great ass fuck Dave had given Dawn that morning. A small twinge of jealously went through her.  She felt Dave's hand on her head and she looked up. "I love you sweetheart," he said and she was filled with emotion all doubts forever banished. She took his hard cock deep into her mouth stretching her jaw as much as she could. In and out, Dave mouth fucked his little lover at times hitting her throat however she didn't gag.

Bill was gently getting Dawn into a solid pace of mouthing his prick. He grinned at Edna as she zoomed in on Dawn's widely stretched mouth "Awesome," he said. Dawn looked up when he said that and a smile appeared around his cock. She worked harder as she realized Bill was like Dave, not pushy and very gentle. She wanted very much to please Bill and his girlfriend Edna. They were nice people. Everyone was so much nicer to her then her own mother. She remembered what Dave had said at lunch. She would never go hungry again, always have money and her mom was not going to be able to hurt her. She didn't know how Dave would do it but she felt, in her tiny heart, that Dave meant every word.

A deep sense of happiness flowed over her as she again looked up at the smiling Bill. "You are indeed a treasure little one. I'm very glad Dave invited us over," said Bill. He reached down to her boobs and began to nip her hard nipples. "I want you to cum too. Reach down, little one, and rub your clit." She did and immediately the train started rushing down the tracks.

Jace was having a ball. She was already rubbing her clit. Dave had been rubbing her little tits since she started to suck. She was actually able to take Dave's big cock partway down her little throat. Dave just smiled at the almost naked little preteen and told her just how good she was doing, far better then he had expected.

Edna continued to move around, out of range of the larger cams, getting good close ups and always whispering words of encouragement to the two preteen. She keenly observed the look of satisfaction on Bill's face. Edna had to admit that Dawn had a great mouth and could suck pussy like a pro; this also seemed to be true about sucking cock. Edna was perceptive in that the preteen was responding to adult tenderness and affection, something that must be missing in her life.

Dave looked down at his little 11 year old lover as he rubbed each small breast. Her eyes were locked on his as the tiny mouth engulfed his cock. Her left hand was stroking the meat she couldn't fit inside while she stroked her pussy and clit with the other hand. Dave whispered softly, "Please rub my balls sweetheart." She took her hand off of his cock and complied feeling his bag and the two objects inside squishing around with each movement of her hand.

Dawn heard what Dave said to Jace. She took a hand and started to rub Bill's bag. He grinned at her and nodded. Edna kept up her encouraging words knowing that all four of the sex players would soon be at the point of no return.

Dawn was like a vacuum cleaner working on Bill's prick. Her tiny hand, on his bag, was bringing up his sperm for a huge blast. He held Dawn's head still as he blasted his first large burst into her mouth. The girl was surprised, as the two young guys she had blown, had only blasted a couple of tablespoons. This felt like a whole pint of hot, sticky, slightly white liquid! Bill pulled out and the rest kept cumming over her face and lovely tits. "aaaaaaaaaaaaaaawwwwwwwwwwww, gaaaaaawwwwddddddd!" roared Bill. He kissed the top of her head hugging her deeply then began to try and get her off.

Jace must have been triggered by Bill's roar. She climaxed but only made gurgling sounds as her mouth was so full. The sensations in her throat, made Dave erupt. He too, like Bill, let the first shot go in Jace's mouth then pulled out and spread the rest over her upper body.

Dawn was still fighting for her peak. Edna kept focusing the camcorder in her left hand, bent down and shoved two fingers all the way up Dawn's tender ass. Dawn bucked and yelled, "Yeeeeessssssssssss, my ass, do my assssssss! I love it.! Aaaaaaahhhhhhhhh!" she screamed at the top of her lungs while Bill held the 12 year old steady.

Edna said, "I knew it. She loves anal even more then me. That girl has a G-spot up her ass!!" She hugged the still shaking girl to her own breasts. "We do lots of anal stuff, honey. Bill and I would be happy if you would do some sessions with us," she offered. Dawn hugged her back feeling so happy that now another adult wanted to treat her with attention and affection. Then she turned to her little friend and hugged her hard. "Jace you've made me so happy today," she said as fresh tears of joy started. Edna took both girls off to the washroom telling them there was another scene to do.

Chapter 5

The guys rested a couple of minutes then reorganized the set for the final scene. They went to the prop section and picked up a short high bench. It was covered with a leather top and had Velcro straps attached to each leg. They put it in front of the big white screen.

"Are you going to tie her down," queried Bill. Dave shook his head no.

"She's already been through lots today. This is even more emotional for her then it is for Jace. I probably would in other circumstances however she is to all intents and purposes, Jace's sister," said Dave. Bill raised his eyebrows at Dave's statement.

Dave continued, "She has a bitch and slut for a mother and is terribly mistreated both mentally and physically. Even the sex she's having today is the most loving she has had in almost four years. I've given her my promise, Bill; she will always be protected just like I will protect Jace. They will only do what they are willing to do and that's it. I know that you and Edna will respect that as I trust both of you when you have her."

"Geez Dave, you are best friends with Edna and me. This stuff is all business and I don't believe in that getting in the way of our friendship. Hey, I can tell that Edna digs her and so do I. I can also see what you see in little Jace. She is a sweetheart. We're kewl Dave believe me, we will help watch over both of them too. That's my promise," stated Bill and they solemnly shook hands. "Please tell me her story when you get a chance so both Edna and I will have an idea of just what her mental state is."

"I'm working on an idea that will take care of the mother. Hopefully, by next Friday, it will be mission complete," said Dave.

Suddenly the light bulb went on in Bill's head. "That's why you wanted Bobby's number. Man you are a very smart, kewl dude." Both men laughed.

The girls came back. Edna took charge once again. She led the girls to the men and asked, Jace, I know that you love Dave and he definitely loves you." Jace beamed! "We have to get both guys hard again for the next scene. Would you like to switch and suck on my Bill?" Jace's eyes went wide as she looked from Bill to Dave. She had shared her lover that morning with Dawn however hadn't really thought of being with someone else herself.

"I....I...I" she stammered looking pleadingly at Dave. He took her little hand bent down and looked her straight in the eye. "Sweetheart, no one will make you do any sex act, or Dawn for that matter, without your complete approval. That's my promise to you both and Bill and Edna are witnesses. We all want you to enjoy the sex, to feel all those great feeling because you want to. You know I must have sex with others to do the business. I appreciate your feeling possessive however every person is different. Bill will taste and feel slightly different than me. Didn't you notice the difference in Dawn from Edna? It's up to you. We will all abide by your decision."

Jace looked pensive while everyone else stayed quiet. You could easily hear dust settle on the floor. Finally, Jace reached up and hugged Dave and motioned for him to give her a kiss. She then moved the three steps to Bill and took his cock gently in her little fist. She turned to Dawn and pronounced, "You can have a loan of my lover AGAIN but you better treat him good!" Everyone broke out in laughter. She looked up at Bill and said. "Well?"

Both little girls knelt, still in garters and stocking and began tugging on the cocks in front of them. They soon had the engorging pricks in their little mouths. Edna cautioned, "We only want to get them hard girls so don't try to make them cum." Both girls nodded their mouths full.

When the guys were ready, they got both girls to stand up.

"Jace, get a pillow from the bed," Edna requested. Jace complied. Edna had the guys lift Dawn onto her back on the short bench. Edna asked Dawn to lift her hips and gestured Jace to place the pillow under them.

"Now, before the guys lose their erections, I'll quickly explain. Dawn you are going to be handling two cocks at the same time. One will be in your mouth and one will break your pussy cheery. I'm going to have Jace kiss you and play with your tits. When you have your cherry busted, the one in your mouth will come back here and fuck your ass. Then you will be licking my cunt. Do you think you can handle all that?"

Jace was holding her best friend by the hand and nodding encouragement. "Okay," said Dawn.

"Just one more thing, said Edna, which one do you want to take your final cherry?"

"Well, if I get Dave to do it, he'll have both my cherries while Jace still has one," she laughed, she probably will never forgive me. I'll have Bill do it. I know he'll take care just like Dave, plus that means Dave gets my ass again, right?"

"Yes, that's right! I get your ass again," smiled Dave.

Jace frowned and looked at her lover. "Is that so? Well what about my ass, LOVER?  You and I are going to have a talk!!!!" Everyone burst out laughing again!

"Girls, girls, guys can't stay hard when they are laughing." Edna quickly had Bill get between Dawn's spread legs while Dave moved towards her head that was hanging back over the edge of the bench. Little Jace bent down and captured a breast in her mouth. Bill got on his knees and said, "I had better get her wetter then this so she'll enjoy it more." His experienced tongue lapped at her pussy hole and rubbed her clit. Edna suggested a couple of fingers up her ass to both get it stretched for Dave and as an extra turn on for the little girl.

Dawn was sprawled on the bench. Dave slowly pushing his cock in and out of her mouth, her friend Jace was at her breasts and Bill was eating her with gusto. Dawn was mumbling her appreciation for all the attention around the thick cock bumping her throat.

Bill stood up, whanked himself a few times then placed his prick at her little opening. "I'm going to go in now," he warned the little 12 year old. Bill kept easing in ever so slowly. Edna looked at him and nodded her approval. He smiled back at his lovely girlfriend. At the head of the bench, Dave watched his friend while Jace was looking out of the corner of her eye.

Bill was hitting up against her hymen and she made a few moans as it was hurting. "I'm going to push hard now little one. It will hurt a bit but then I'll stay still to let you settle down, okay? Ready?" asked Bill. Dave slipped his cock out of her mouth and took her right hand while Jace took her left. Dawn nodded and Bill quickly pushed hard breaking quickly through her cherry and about three inches inside one of the tightest pussies he had ever been in. "AAAAhhhhhhhhhhhhhhhhhhhhhhhhhh!!!!!!! It huuurrrrrtts!"  Screamed the little girl. Jace quickly covered her mouth with her own, kissing her friend softly.

Dave continued to squeeze her hand and Bill remained still letting her adjust to the size of his cock. A couple of minutes went by and he gradually rotated his hips without going deeper. He had been rubbing her clit since his entry. Jace removed her mouth from Dawn's. "Okay?" she asked. Dawn raised her head and looked down at Bill's big prick sticking out of her tiny stretched pussy. She remembered how Dave had taken her ass that morning and how the hurt had quickly turned to pleasure. She smiled and winked at Bill. He grinned and winked right back. She eased her head back and opened her mouth to welcome Dave's cock back in.

Bill carefully started to move a little deeper every few strokes keeping busy with her clit. Edna pointed again to the girl's spread open ass. Bill reached back down with his other hand and inserted two fingers and set up a rhythm with his cock in her other hole. Dave was back in the preteen's mouth while Jace was at her tits. Edna noticed that Jace also had her hand between her own legs rubbing her clit. She tried to get closer but couldn't without blocking the other camera. I'm going to get that Dawn back eating me again very soon she said to herself.

Dave was enjoying Dawn's mouth while watching his little Jace work on her friend. After all the sex, with young girls, he had experienced over the years, he found it hard to believe the events of the past week. A warm feeling passed over him as he watched little Jace. Yes, I do love her so much, he thought with a big smile. Jace must have sensed what he was thinking as, at that moment; she raised her head and gave him a super BIG smile.

Bill was clasped so tight and was still having to make some effort to reach deeper. He had a couple of inches left and hadn't hit her cervix. He would be careful about that. Dawn was now rocking her hips to meet every thrust. He tried to pick up the tempo however he felt that she was stripping the skin right off of his prick and stated that for everyone to hear. He worked his fingers in her ass faster because he knew he couldn't hold back much longer. Three more hard strokes and that was it! "Gaaaawwwwwd! Gaaaawwwwwddd! What a CCCCCCCCCUUUUUMMMMMMMMMMMMM!" he yelled. He splashed so much cum inside the preteen and then pulled out to spray all over her stomach. Dawn hadn't cum and he expressed his surprise. "I'm not, expressed Edna confidently, just wait. Okay, Dave get in that lovely ass and, as you say, get the freight train going."

Dave pulled out of Dawn's mouth and gave her a little kiss. Dawn smiled. He then grabbed Jace and lifted her up giving his 11 year old, near naked girlfriend, a big sloppy kiss. She wiped her mouth and said, "Oh, you big brute."

Dave quickly walked between Dawn's still wide spread legs and placed his stiff, well lubed cock to her ass pucker. He knew that Bill had been finger fucking her all this time, still he was just as gentle as when he busted her cherry a few hours ago. It took only a few strokes and he was balls deep in that slick, tight ass. He also put two fingers in her newly ravaged cunt and rubbed her button. Dawn quickly began to buck on the table to Dave's full strokes. In less than a minute, she was screaming out her orgasm to everyone's surprise but Edna. "aaaaaaaahhhhhhhhhhhhhhh, yes, yes, yes, Dave, pleasseee do it harder, aaahhhhhhhhhhhhhhhhhhhhhh!!!!!!!!"

Dave kept going harder and harder. Edna quickly handed the cam to her exhausted boyfriend and stepped to Dawn's mouth. "I'm telling you, this girl has a g-spot in her ass! It wasn't Bill's fault, she responds to ass play. Now my new little friend would you PLEASE made Edna feel soooooo happy!" Dawn looked up and quickly grinned as Edna eased forward to place her shaven pussy over Dawn's mouth. Dawn went to work on Edna, Jace was still playing with Dawn's breasts and stroking herself and Dave continued his full, balls deep strokes into Dawn's lovely ass.

Everyone was so hot that the train quickly rushed into the station. Dave roared and blasted shot after shot deep in Dawn's bowels. That triggered another HUGE cum from Dawn. Her flicking tongue soon brought Edna off and Dave reached over and squeezed both of Jace's little nipples. She responded with her own cum. Cries of orgasms were heard all over the studio.

It took a couple of minutes to have every one compose themselves. Jace put her hands on her hips and stared right at Dave, "Now, what about MY ass?" Everyone broke up laughing once again. "Hey, I'm not kidding." She stomped her foot.

"Shortly sweetheart, shortly, I have to get recharged," said Dave.

They all cleaned up and dressed except Jace and Dave. He hugged Dawn and gave her another $300.00. Her smile lit up the whole room. She kissed him and said, "This has been the most fantastic day of my life." She grabbed her friend, hugged and kissed her and thanked her so much.

Dave nudged Edna aside and whispered something to her. She smiled and nodded.

"Dawn, how about Bill and I take you to pick out some new clothes that you can leave with us or Dave, so your mom won't know? We also want to take you for a nice supper. What do you say?" said Edna.

Dawn let out a whoop! "I can't remember when I've ever been shopping except to a second hand store plus another nice meal! Yes, Yes, Yes, cried the girl, I love you all so much!"

They exchanged so longs with a reminder that Jace's mom would return just after 9 so the girls had to be over there by that time. Bill, Edna and a very happy Dawn left the house.

Jace and Dave walked upstairs to the master bedroom.

Jace put her little hands back on those slender naked hips. "I'm not kidding. You MUST take my ass cherry. You did Dawn TWICE! It's not fair!!!" She said in a most serious tone."

Dave laughed loudly. He lifted her up and carried her to the bed. "When did you learn to be so bossy?" He took her in his arms and kissed her. "I'll think about it," he teased.