Author: Kelly 85 (http://www.asstr.org/files/Authors/Kelly85/Fantasies/)
Story Codes: Fg Fb bg inc oral inc brother sister 

-----------------------------------------------------------------------------

                              !!!WARNING!!!!

This file contains sexually explicit material which may include graphic 
depictions of underage, nonconsensual and unprotected sex as well as incest, 
adultery, sodomy and bestiality.  It is distributed on a website clearly 
identified as "For Adults Only".  Possession by a minor is strictly 
forbidden.  If you are not legally empowered to be in possession of such 
material, do not read it and delete it immediately.

This work is copyrighted 2012 to the author. It may be posted to non- 
commercial "free" sites, or in the "free" area of commercial sites so long as 
no changes are made to the content and the Author information is retained.   
Any other use of this work is by written permission of the Author only.

-----------------------------------------------------------------------------

Summary:

During all the time I worked as a babysitter, I never did anything 
inappropriate with any of the kids under my care.  That's not to say my mind 
didn't wander at times, I just never acted on those fantasies - which is 
exactly why they are called "fantasies".  What might have happened had I done 
something with a couple of kids while I was left alone in their home while 
their parents were out for the evening?

Note:  I first wrote this way back when I was a sophomore in college so 
       some of the references and relationships may seem out of date.  
       Rather than try to completely overhaul it, I decided to fix a few 
       grammar and spelling mistakes and post it "as is" in memory of how 
       I was feeling back then.

Table of Contents:   
   Chapter 1 - Dreaming of Sex With the Kids   
   Chapter 2 - Fucked By Billy for the First Time   
   Chapter 3 - Sex With Billy and His Sister Jenny


Chapter 1 - Dreaming of Sex With the Kids
=========================================

I use to baby-sit a lot but now that I am nineteen and a college sophomore 
with tons of schoolwork, I don't do it nearly as much as I use to.  Although 
many of the kids I sat for were at an age when sex was beginning to creep 
into their minds, I never even considered doing anything with the kids I was 
entrusted with - that is until recently. One of the main reasons I have this 
profile is to chat with different people to learn about their fantasies and 
sexual lifestyles.  Lately I've been chatting with a number of guys who are 
interested in having sex with their sons and daughter as well as other 
underage kids. There was one guy who wanted me to have sex with his twelve 
year-old daughter in hopes it would eventually lead to him having sex with 
both of us. Another guys wanted me to help his eleven year-old son learn 
about sex - using the hands-on method of teaching! He wasn't interested in 
joining us but he clearly wanted to have me after his son finished his 
lessons.

Although at first this line of talk totally turned me off, the more I 
discussed it the more it has caused me to started thinking about the 
possibilities.  At first I just wrote some fantasies for a couple of guys 
which were inspired by their desires and cravings for their kids.  In the 
process I found myself getting turned on by the scenarios I was writing 
about.  Before I was finished with them they were not just fantasies written 
for some guys, they had become my fantasies as well.  In the past couple of 
months I've found myself becoming more and more obsessed with these thoughts.  
The question for me was whether I would just fantasize or actually do 
something about it? 

I guess I should clarify something before I go any further. While I waited to 
have sex for the first time until I was fourteen, I had been thinking 
seriously about it since I was twelve.  I love to fantasize about the 
possibility of me having sex with someone that age who is wanting what I did 
then.  However, I would never force anyone to do anything, no matter what age 
they were but especially when it came to someone younger. If anything ever 
did happen between me and someone I was babysitting it would be because they 
wanted it, not because I started it.  Of course, that doesn't rule out making 
myself available.

Shortly after I got home for Christmas vacation I was contacted by a nice 
couple whose kids I have baby-sat dozens of times over the years.  The kids 
are now a thirteen year-old boy and his twelve year old sister. I quickly 
agreed and it wasn't until after I hung up the phone that I caught myself 
wondering just how much little Billy and cute Jenny had grown since I last 
saw them.  Hmmmmmm, especially little Billy. Even last summer I noticed he 
was developing at an early age and his attention seemed to be more and more 
directed below my neck when I was near him.  Back then I wasn't thinking 
about anyone his age but now some very naughty thoughts were developing as I 
dreamed about the two of them.

For the first time I looked in my bedroom mirror before babysitting and 
wondered what the kids I was going to be watching would think of me - not 
just in terms of how they liked their babysitter but in a sexual way.  I had 
picked out a tight pair of jeans, the type that warned me when I gained a 
pound.  They were cut pretty low and showed off my ass nicely. On top I had 
on a tight tank top cut short enough to show most of my midriff.  The fact I 
wasn't wearing a bra was obvious from the way my nipples poked through the 
thin material.  It clung to my boobs like it had been painted on them and was 
sheer white which showed off the dark outline of my nipples. Over the tank 
top I wore an oversized flannel shirt, unbuttoned about half way down such 
that you could see I was wearing the tank top underneath, but enough to cover 
up what it revealed.  I left it hanging out and it hung just below my ass.  I 
shook my head and let my hair fall to my shoulders.  I debated whether to tie 
it back in a ponytail or leave it loose and decided that the ponytail looked 
just a bit too high-schoolish.

My hands cupped my breasts and lifted them as I smiled to myself.  They may 
be barely a B cup but they were firm and perky.  Instinctively I squeezed 
them and felt a surge of pleasure.  They were soooooo sensitive and I loved 
playing with them. I closed my eyes and rubbed them, pressing my nipples 
between the fingers of my hands.  Just then my mom called from downstairs, 
warning me it was time for me to get going.  Reluctantly I took my hands off 
of me - a few more minutes and who knows where I would have been touching!

It was long before I was in a whole different world - getting last minute 
instructions from the parents.  Dutifully I listened as their mom explained 
where they would be, the phone numbers for everyone, and when they would be 
home. They kissed their kids goodbye and suddenly there I was, alone with 
Billy and Jenny.  This scenario had played out dozens of times in the past 
for me but never had I felt the way I did now. In reality, I wasn't sure what 
is was I really was feeling right then.  While on the one hand I was excited 
over the possibilities and the resulting lust that was rising in me.  On the 
other hand was the self-doubt and worry about doing something I might regret 
for the rest of my life. 

As soon as their parents were gone, Billy went back to playing his video 
games and Jenny wasted no time in chatting with some friends on the computer 
in the family room.  I could tell this was not going to be a very challenging 
babysitting assignment.  Actually, I didn't understand why they needed me to 
be here in the first place as they seemed old enough to be home alone.  Oh 
well, it was better than a pair of screaming babies wanting their diaper 
changed or spoiled kids crying for mommy and daddy to come home! I settled 
down in the family room and watched TV.  Now and then I would check up on 
them but they were rooted in position.  After about an hour of this I went to 
Billy's room where he was playing some silly game.  I asked him how it was 
going and he just grunted, not even turning around to look at me.

At nine o'clock I told Jenny that it was time for her to get ready for bed.   
I offered to help her get ready and the two of us went to her room.  She had 
a pretty bed with frills and a pink comforter with lots of dolls arranged 
carefully along the edge next to the wall. Judging from the posters on her 
walls she was well into her boy-crazy stage and based on my own experience I 
imagined she was masturbating on a regular basis dreaming of being with them.  
Jenny undressed down to her panties which allowed me to see her cute naked 
figure.  Jenny was certainly going to be a babe when she grew up! Already she 
had a nice little body which was beginning to more than hint at the foxy girl 
she would soon be.  Her legs were long and still a bit on the coltish side 
but you could see already how they were destined to look great in a 
miniskirt. She wore her auburn hair long, about half-way down her back.  Her 
green eyes were beautiful and she had a smile that made you melt. Her breasts 
were starting to bud and I thought of how nice it would be to suck on those 
nipples and feel them harden.

Still topless yet completely unashamed of her nudity, Jenny walked over to 
her dresser and reached into a drawer for a cute nightshirt with a picture of 
a kitten on it. I commented to her that she should change her panties before 
going to bed. She shrugged and without another word she lowered her white 
cotton panties, giving me a nice view of her tiny pussy which was just 
starting to show the growth of her future bush.  She has a perky little ass 
which she instinctively wiggled as she walked - god she was going to kill the 
boys! She leaned over to pull on a clean pair of panties and it was all I 
could do to keep from holding her butt and reaching between her legs for that 
virgin pussy. Soon her panties and nightshirt were on so I tucked her into 
bed and kissed her on the cheek, thinking all the time about what would 
happen if I kissed her somewhere else, somewhere a bit more private. I 
wondered what she would do if I were to undress and get under the covers with 
her, pressing my naked body against her as I pulled her tightly to me. I 
wanted to teach her how to lick another girl's pussy, to know the wonderful 
sensation of being in a 69 with another woman.  Oh well, for now it was all 
just a fantasy for me.

By now it was getting close to 9:30, a half hour from Billy's bed time.  I 
took off my flannel shirt leaving just my tight tank top on and went to the 
family room where Billy was studying at the game table.  I went to the 
opposite side of the table and sat down across from him.  He looked up at me 
briefly and then his eyes went straight to my chest.  I tried to hide my 
smile as I saw them widen as he took in the image of my breasts which were 
clearly outlined in the tight sheer fabric.  After spending time with Jenny 
my nipples were hard and pointed and were plainly visible for him to see.   
The tank top was cut low so my cleavage was plainly visible and in fact it 
barely covered my nipples.

"Hi Billy," I started out with a sly smile, "How is the homework coming?"

Billy just shrugged and frowned.  He was clearly more interested in watching 
my boobs than talking to me.  I stood up and leaned over the small table so I 
could supposedly see what he was doing. What I was really doing was giving 
him a clear view of my boobs down my tank top as I leaned forward. Leaning 
forward like that didn't hurt either when it came to showing them off!

"Hmmmmmm, looks pretty hard. Can I help?" I asked him.

"Nooooooo," he said softly, "I can do it."

I slowly moved back and off the table.  I walked around behind him and leaned 
over him.  I put one hand on each shoulder and then in the sexiest, most 
sluttiest voice I could muster, I whispered in his ear, "Well you know Billy, 
if there us ever anything I can do for you, anything at all, all you have to 
do is ask."

With that I went back to the couch and watched TV.  As I walked over to the 
couch I did not look back at him but I could literally feel his eyes staring 
at my ass.  Finally ten o'clock arrived and I called over to Billy, telling 
him it was time for him to get to bed.  As he got up from the table I asked 
him if he needed any help and he wasn't afraid to answer this time, an 
emphatic "NO!" I turned to watch him leave and it was all I could do to keep 
from smiling when I saw the bulge sticking out from the front of his pants.   
Somehow I don't think he had gotten a lot of homework done for the past half- 
hour!

The entry to the family room was off to the side and behind me so anyone 
coming in could see me before I saw them.  After he had been gone for a bit I 
heard some soft footsteps and a slight rustling sound from that direction.   
Just as I had hoped, little Billy had sneaked back to get another look at his 
babysitter! Well, my plans were to put on a show he wouldn't soon forget so I 
shifted my weight in the couch, spreading my legs just a little bit more.   
My stocking feet were flat with my knees up in the air about a foot apart.  I 
put on hand on each of my boobs over my top and started to slowly fondle 
them.  I alternated between squeezing them and lightly running my fingers 
around them.  I love to brush against my hard nipples, tracing my finger 
around them feeling a tingle in my breasts as I did.

I closed my eyes and laid my head back against the pillow, enjoying myself.   
I pulled up my tank top until it was barely covering by boobs.  With my low- 
cut jeans most of my belly and torso was visible.  With one hand still on my 
boob, I took my other and dragged the backs of my fingers across my bare 
skin, letting my fingernails drag across my smooth skin.  Then I slipped my 
hand under my top until I held my bare breast in it.  Mmmmmmm, it felt so 
firm and warm! My other hand slipped underneath also and I let out a series 
of low moans as I squeezed them harder, pushing them together and rubbing 
them against each other.

Knowing that Billy was watching was making me even hornier than usual.  No 
matter how quiet he was trying to be, every now and then I would hear slight 
sound as he shifted his weight or otherwise moved.  He was probably playing 
with himself by now so it was time to up the ante! I unsnapped my jeans and 
slowly unzipped them all the way down.  I opened them up but you couldn't see 
anything since I was shaved.  I slipped my right hand down inside until I was 
fingering my clit.  My left hand went back under my tank top again to pay 
attention to my boob again.  I slid my right hand finger down my pussy slit 
and into my hole to wet it and then returned to my clit which was getting 
nice and hard, making it even more sensitive to my touch.  I couldn't help 
but jump as I put a finger on each side of it and rubbed it up and down. God 
I love to masturbate! It is even better when I have somebody watch me and 
right now I had a feeling Billy was doing himself as well.  I tried to 
imagine him peeking around the corner, watching me laying on the couch with 
my jeans unzipped and my hand inside; watching me fondle my breasts and 
seeing the look of joy and pleasure on my face.  I hoped he could hear my 
moans as I brought myself to my first climax, my back arching and then my 
hips raising as I came thinking of how my dad had fucking me earlier in the 
morning.

I wondered if Billy had ever seen a girl orgasm before - I doubt he had.  He 
had to be horny as hell right now! I thought of him reaching inside his loose 
pajama pants, touching his still small but rock hard penis, rubbing it 
against his crotch and then jerking off with his hand as he watched his 
babysitter doing things he and his friends had whispered about when they 
looked at their dad's porn magazines. After my first orgasm I was so horny I 
could hardly stand it.  God I wanted to be fucked soooooo badly! 

I knew it might be going too far but I had to masturbate harder and I 
couldn't do it with my jeans on so I grabbed them by the waistband and pulled 
them down to my ankles.  As was the usual case for me, I wasn't wearing any 
panties so that left me bare-ass on the couch. I spread my legs wide and went 
to work on my soaking wet pussy, inserting first two then three and finally 
four fingers into me.  I wasn't dreaming of my dad fucking me anymore - now I 
was imagining Billy had come from his hiding place and was kneeling naked 
between my knees, his hard little cock pointing up straight as a rocket ready 
to blast off.  Well, it was a rocket I wanted to blast off inside of me!

It was all I could do to keep from turning around and calling for him to come 
in and fuck me.  Instead I just imagined him entering me as he fucked a girl 
for the very first time, feeling a warm wet pussy gripping him in a way his 
fist never had or even could.

"Oh god Billy," I moaned as loud as I dared, "That's it, fuck me... fuck me 
harder Billy!"

Billy must have heard me! I hoped he realized that I was masturbating while I 
thought of him fucking me.  I bet he was cumming all over himself by now as 
he listened to me begging him to fuck me more, asking him to cum inside of 
me, to let me feel him in me.  I bet he had never heard a girl say that to 
him before.  After tonight I wondered how many times he would masturbate 
while reliving this moment, hearing me crying out as I came again and again, 
each time calling out his name and telling him how much I loved to be fucked 
by him.

After my third orgasm I was sweating and totally exhausted.  I laid on the 
couch with my finger still inside of me, slowly moving it in and out as my 
body tingled.  I had not yet lifted my tank top up to show him my breasts so 
for a few minutes I lifted it up and over them while I used both hands to 
touch them softly.  I wet my fingers from my naughty pussy and then traced 
them around my nipples.  I felt flushed and warm all over my body. I would 
have given anything right then to have him come to me on the couch and let me 
teach him how to fuck me.

That was not going to happen, at least not tonight so I eventually stopped 
playing with myself and pulled my top down.  I grabbed my jeans to pull them 
back on as well.  I lifted my hips to work them on - they were pretty tight 
and not all that easy to get back on again! I slowly stood up and 
straightened out my appearance.  Turning towards the doorway, I thought I say 
a quick flash of movement but had I not been expecting it I probably would 
not have noticed anything.  I gave Billy a few minutes to get settled in and 
then I went to his room to check up on him.  Pushing his door open, I saw he 
was in bed under covers. I could tell he was awake - nothing more obvious 
than a kid trying to pretend he was asleep! His face looked flushed and I 
smiled as I imagined the thoughts that must have been running through his 
head at that moment.

It was so tempting to walk in and have more fun with him, I didn't doubt for 
a moment he was praying that I would. But I figured tonight had already gone 
far enough and before I did anything else I had better see what the results 
of tonight were.  So far the worst I could be accused of was being 
indiscreet.  What I really wanted to do with Billy was far more than that! 
Well, I would have to wait and if everything went well, then my next 
babysitting assignment here could prove to be pretty interesting!

The parents came home a couple of hours later.  They asked how things had 
gone and I told them everything went well.  I wondered what they would say if 
they had any idea of just how well it had actually gone! Being it was so late 
the father drove me home even though it wasn't that far away.  While in the 
car I noticed him glancing my way more than a few times and for a moment I 
thought about teasing him a bit.  By then we were already at my house and I 
was saying goodbye.  Oh well, you never know what opportunities may come up 
in the future! He mentioned as I was getting out that they might need someone 
again next week and he was wondering if I was available.  I smiled at him and 
coyly told him I was always available, all he had to do was ask. We laughed 
at my "joke" although I think we both realized that I was talking about more 
than just babysitting. I walked to my home, thinking that maybe seducing the 
father after I had fucked his son wasn't such a bad idea! 

My parents were asleep so I undressed and got in bed.  There would be plenty 
of time tomorrow to tell them about my evening. I couldn't wait to tell my 
mom as I knew she would be thrilled to hear how naughty I had been! Laying in 
my bed I ran my hands all over my naked body as I relived those moments on 
the couch.  I could hardly believe how hot it was to play with myself while a 
thirteen year old boy watched me! Before long I was at it again - no such 
thing as too much masturbation so far as I was concerned! All I could think 
about was what I wanted to do the next time I babysat for Billy and Jenny.   
Next time I knew I would do more than just play for him to watch! I orgasmed 
thinking of his little hard cock pumping cum into a pussy for the first time 
as he came inside of me, Mmmmmmm, next time I was going to REALLY be a 
naughty babysitter!


Chapter 2 - Fucked By Billy for the First Time
==============================================

When I was in high school I use to baby-sit a lot and have continued to 
whenever I am home from college. I set my own hours and the pay is better 
than a mall or restaurant job.  Besides, there are other "benefits" as well.   
Many of the kids I care for were are an age when sex is beginning to creep 
into their minds and I had more than one boy "secretly" masturbate while I 
was there and the girls start asking a lot of questions they don't feel 
comfortable asking their mom.  Even so, I never even considered doing 
anything sexual with any of the kids I was entrusted with - that is until 
recently. The main reason I created this profile was to chat with different 
people to discuss fantasies and sexual lifestyles.  Some of the things I like 
to chat about I can't discuss with anyone who really knows me such as incest.   
This story is about another area of my sexual life that I would never dare 
tell even my closest friend.  It's too hard keeping all this inside me so I 
created the an on-line profile where I could talk about anything I want and 
not worry about it becoming public knowledge.

Lately I have been chatting with a number of guys who are interested in 
having sex with their sons and daughters. One guy who lives in the same town 
I go to school in wanted me to have sex with his twelve year-old daughter in 
hopes it would eventually lead to him having sex with both of us. Another 
guy, only blocks away from my school, wanted me to teach his eleven year-old 
son about sex - using the hands-on method! He wasn't interested in joining in 
with his son but he wanted me after his son finished his lessons.  At first 
this line of talk totally turned me off but the more I discussed it the more 
I considered the possibilities.  At first I just wrote some fantasies for 
these two guys which were inspired by their desires and cravings.  In the 
process I found myself getting turned on by the scenarios I was writing 
about.  Before I was finished with them they were not just stories written 
for strangers, they had become my fantasies.  In the past couple of months I 
have found myself becoming more and more obsessed with these thoughts. The 
question for me was whether I would continue to just fantasize or actually do 
something about it. 

I guess I should clarify something before I go any further. While I waited to 
have sex for the first time until I was fourteen, I had been thinking 
seriously about it since I was twelve.  I love to fantasize about the 
possibility of me having sex with someone that age who is wanting what I did 
then.  However, I would never force anyone to do anything, no matter what age 
they were but especially when it came to someone younger. If anything ever 
did happen between me and someone I was babysitting it would be because they 
wanted it, not because I started it.  Of course, that doesn't rule out making 
myself available.

Shortly after I got home for Christmas vacation I was contacted by a nice 
couple whose kids I have baby-sat dozens of times over the years.  The "kids" 
are now a thirteen year-old boy and his twelve year-old sister although each 
was within a couple of months of their next birthdays. I quickly agreed and 
it wasn't until after I hung up the phone that I caught myself wondering just 
how much little Billy and cute Jenny had grown since I last saw them.   
Hmmmmmm, especially little Billy.  Even last summer I noticed he was 
developing at an early age and his attention seemed to be more and more 
directed below my neck when I was near him.  Back then I wasn't thinking 
about doing anyone his age but now some very naughty thoughts were developing 
as I dreamed about the two of them.

That night I helped Jenny get ready for bed and in the process was able to 
get a good long look at her budding nude body.  She was going to be such a 
babe and already was sexy as hell! I dreamed afterwards of helping her to 
learn about the joys of being with another girl and even at times about being 
there when she lost her virginity - either by her brother or her father.  
Later that night I masturbated on the family room couch while Billy watched 
me from the doorway to the family room.  I am sure he did not realize that I 
knew he was watching and I put on quite a show for him! Even the ride home 
was interesting as I flirted with their father a bit.  He definitely seemed 
interested, leaving me wondering what possibilities there were for something 
with him in the future. I was so turned on by the entire experience I 
couldn't go to sleep when I got home. As I laid in bed masturbating yet 
again, I dreamed of sucking Billy's cock and of Billy fucking me.

The father had mentioned the previous time I babysat that they might need me 
later and sure enough, a little more than week later they called and asked if 
I was available that night.  Even with the short notice I was - I would have 
cancelled just about anything for this opportunity!

I'd told my mom about my last experience with Jenny and Billy the day after 
and she was really turned on as she listened to every detail. When I told her 
I was babysitting for them again, she looked at me with an inquisitive smile.

"So tell me dear," she asked, "Just how far do you plan to do with them 
tonight? I know that you realize that there is a big difference between 
letting him watch you masturbate and him actually fucking you."

"Oh I know Mom," I replied, "But I've thought this through and I know he's 
ready.  He IS thirteen after all and almost fourteen.  I know he wants me and 
I'd love to be the one to make his wet dreams come true."

My mom laughed at that. "Oh yea girl, you certainly would.  You realize that 
if you do this that he'll remember you for the rest of his life.  Just ask 
your dad, he remembers his first girl like it happened yesterday."

I closed my eyes and pictured Billy standing by me nude, his little cock hard 
and begging for my attention.  A soft moan escaped from me and my mom laughed 
again.

"C'mon girl, don't get too carried away now.  Just be sure to wake me when 
you get back because I want to hear everything.  I doubt I'll be sleeping 
anyway; thinking of you with that cute boy will be making me too wet to 
sleep!"

A car honked and I knew it was their father coming to pick me up.  The 
weather was pretty cold and although in the summer I would've walked, in this 
kind of weather even a few blocks was too far.  I kissed my mom goodbye and 
went out to get in the car.  Their dad smiled when I got in.

"Thanks Kelly for being available tonight.  We had a last minute party to go 
to and I don't know what we would have done otherwise.  Billy and Jenny both 
just adore you and they begged us to have you sit them again.  I don't know 
what you did the last time but they've never been so adamant about having a 
specific person to sit for them."

I smiled at him in a foxy sort of way. "Well, like I said last time, I'm 
always available for you.  I was hoping you would call me again!"

I was sure I could've flirted more with him but we were already at their 
house so we went inside.  His wife had the usual contact list and reminded me 
of their bed times.  They were running late so they left quickly and it was 
just me with the two kids.  There hadn't even been time to take off my coat 
so I did so now and hung it up in the closet.  I'd chosen to wear the same 
pair of tight jeans, tank top and loose flannel shirt.  Billy looked at me 
and I saw him lick his lips subconsciously as undoubtedly he remembered what 
had happened the time he saw me in this outfit - or should I saw me OUT of 
this outfit!

Like the last time I was with them, they kept themselves occupied.  Billy 
loved his X-box and Jenny was either on her cell phone or chatting on the 
family room computer with her friends. It was a tough assignment - NOT! I 
just watched some TV and once in a while walked by them just to make sure 
everything was OK.  I noticed that every time I was near Billy that his game 
would suffer - most likely due to the time he spent trying to sneak a peek at 
me whenever he thought I didn't notice! 

Jenny's bedtime was 9:00 so when that time came I went to her room to tell 
her to get off the phone and into bed.  I asked her if she needed help 
dressing again and like last time she said she did.  Seeing her strip naked - 
she didn't need me to remind her to change panties this time, about made me 
want to strip down myself and join her in bed.  I asked her if she had a 
boyfriend and she said no but that she had her eye on a cute guy at school.   
She got into bed and as I turned out the lights I once again wondered what it 
would be like to teach her more about sex, both with girls and guys, 
especially Billy and maybe even her own father!

With Jenny in bed was just Billy and me.  He was playing a computer game in 
the family room so I went back there to see what I could make happen. On the 
way there I removed my flannel shirt which had been hiding most of my figure.   
I got behind him and leaned over his shoulder to watch.  He looked up and 
instantly got a great close-up view of my boobs.  Without a bra he was able 
to into my tank top without any obstructions. I watched his crotch as I 
leaned over him and I could see he had instantly become hard.  In fact, he 
had to squirm a bit to get it arranged properly. He kept playing the game, 
trying not to let me know he was really more interested in looking down my 
tank top.

This went on for ten to fifteen minutes as I would change positions 
periodically to give him different views of me.  I was certain he smelled my 
perfume and could feel my breath on the side of his face and neck. He was 
doing terrible at his game so I asked him if I was bothering him but he 
quickly said I wasn't!

"Well Billy," I whispered in his ear, "If you paid more attention to your 
game and less to what was inside my shirt, you would have won by now."

Billy's face reddened and he looked so embarrassed but it was a cute look for 
him.  He also didn't stop looking! Well, I decided to go for it then, it was 
either stop now or make the plunge.  He was so horny he was practically 
drooling!

"So tell me Billy, have you ever seen a girl's breasts before?" I asked. "I 
mean for real, not just pictures."

Billy hesitated at first, as if he was unsure if I was serious or teasing 
him.  Then he answered, "Only in my dad's magazines. He hides them in his 
closet but I know where they are."

Well, the opening was there so I stepped through it. "Well then Billy, would 
you like to see mine? I mean without having to secretly look down my top."

Billy couldn't say yes fast enough! By now his face was totally flushed - red 
as a beet in fact.  I grabbed his chair and turned him away from the table.   
Then I stood between his legs, running my hands through his short blonde 
hair. I then held my boobs in my hands and played with them through thin 
material while he watched.  My god my nipples were so hard and sensitive 
already! Inwardly I was still debating about what I was doing and even more 
so about what I planned to do next.  On the one hand I was feeling so 
incredibly horny and hot from teasing this thirteen year old boy but on the 
other hand I was wondering what the hell I thought I was doing! 

Needless to say my horniness won put easily.  I had been masturbating every 
day since the last time I was here dreaming about this moment and what was to 
come.  Now that it was here there was no turning back! Billy just sat in his 
chair, staring at me as I continued to rub my boobs through my tank top. I 
noticed though that he had one hand on his crotch, rubbing himself though his 
pants.  I was not even sure he was even aware he was doing it! I slowly 
raised my tank top over my boobs, exposing them to Billy. 

"Look Billy," I said as I traced my finger around my nipples, "see how my 
nipples are sticking out and how hard they are? You know they are like that 
because of you.  They get this way when someone turns me on, when someone 
makes me horny.  Tonight that someone is you Billy."

Billy was speechless at the moment so I continued on. "You can touch them 
Billy but first you have to promise me that anything we do has to be our 
secret, that you can't tell anyone - not even your best friend!"

"I swear I won't tell anyone," Billy promised.  Actually, I think he would 
have promised anything at that point.  Hell, I think he would have robbed a 
bank if I asked him to at this moment! He was licking his lips and his 
breathing was quickening as his eyes never left my boobs for an instant.

I took his hand, leaving the one on his crotch alone, and held it to my bare 
boob.  At first he didn't move, like he was afraid to touch it.  His hand was 
actually shaking a bit he was so nervous.

"It's OK Billy," I encouraged him, "It likes to be touched by a boy.  Squeeze 
it softly, feel how firm it is."

He squeezed my breast as I instructed him to. I couldn't believe how it 
turned me on it made me! Damn, just a simple squeeze of his hand and I was 
ready to cum.  My boobs had been fondled by dozens of men and women but never 
by a boy as young as Billy.  This was something totally new for me.  In 
addition, I think the naughtiness of what I was doing helped make it even 
more erotic for me.  God, here I was letting a thirteen year old boy fondle 
me just as I had been dreaming about! Billy was getting over his shyness 
slowly. As time went on he eventually started using both hands.  I instructed 
him how to caress my boobs, how to fondle them and make me quiver with 
pleasure.  Billy was an excellent student, so eager to please me and willing 
to do whatever I asked him.

"Do you want to kiss them?" I asked him softly.

Billy just nodded, he wasn't saying much at this point, leaving me to do all 
the talking.  He probably didn't want to say anything wrong and blow his 
golden opportunity!

I moved closer to him and put my nipple to his lips. He took it in his mouth 
ever so softly, like he was afraid to hurt it.  The soft touch of his lips 
drove me over the edge as I came right then and there! It was a small orgasm 
but I gasped as my body tingled from head to toe.  I was shaking with 
pleasure and Billy took his mouth off of me, a look of concern on his face.

"Don't worry Billy," I reassured him, "That just means I was loving what you 
were you were doing.  Please don't stop.  I love your mouth on me like that."

He resumed his tender kisses on my boob and my orgasm surged again.  It 
wasn't the last one I would have that night! Looking back, I can definitely 
say this was the this point where I stopped thinking about anything but sex 
with Billy.  Any inhibitions I had until then simply disappeared as my mind 
filled with carnal thoughts of him and an overwhelming feeling of sexual lust 
enveloped me.  Oh yes, Billy was going to fuck me tonight - all doubt of that 
was now gone and it was just a question of when and how! I can only recall a 
couple of times in my life where I lost control like this. My sexual cravings 
and animal lust were so strong that they inundated me such that I was 
consumed with a yearning for sex, more like a NEED for sex.  My pussy was 
crying for a cock to fill it.  My pussy felt so empty and I wanted Billy in 
me so badly at that moment.  If I wasn't fucked and fucked soon, I knew I 
would be screaming and begging for it, like a heroin addict pleading for a 
fix.

Not a day goes by that I don't feel like I need sex but this was at lower 
level, a more basic emotion, one borne of instinct and survival, the 
elemental need for sexual fulfillment hard-wired into each and every one of 
us. It was like I was in a dream from this point onward, hardly even 
realizing what I was doing. I put my hand on his lap and felt his hard 
erection beneath the material.  Billy wasn't protesting, that's for sure.  If 
anything he was staring at me, undoubtedly wondering what had come over me, 
maybe even a little bit frightened at the panting sexual animal I was quickly 
becoming.

"Mmmmmmm Billy," I purred, "I bet you have a wonderful cock hiding in here.   
Tell me, do you play with it a lot?"

Billy started to say no but I cut him off before he could. "Oh come on now, 
everyone does it including me, your parents and even Jenny. It's OK to do it.   
Why do you think your dad buys those magazines he hides in the closet - for 
the articles? He does just what you do when you look at them - he jerks 
himself off."

A smile slowly came to his face.  I would have bet that he had never thought 
of his dad like that before, sitting on the toilet with his cock in his hand, 
dreaming of fucking some silicone whore in a magazine.

"Now Billy," I warned him, "Remember what you promised.  You can never say 
anything to your dad about this. Not to anybody."

Billy nodded but I knew the knowledge he now had about his dad was making him 
feel better about the situation.  Having got past that point, I undid his 
belt and unzipped his jeans.  He just sat there and watched, probably 
wondering what I was going to do next.  I wasn't going to keep him guessing 
for long.  I pulled his jeans off of him completely so he was sitting there 
in his jockey shorts.  I could see his bulge in his underwear, so tempting. I 
wanted what was in there soooooo badly!

I reached my hand under the elastic waist band and placed the palm of my hand 
on him underneath.  God I almost came again when I touched him.  I was 
actually holding Billy's cock!!!! Lord knows how many cocks I have fondled, 
let alone sucked and fucked.  There was just something about this time that 
was special, more erotic than usual.  I knew what it was of course.  I was 
holding the cock of a virgin thirteen year old boy! I knew that I was the 
first one to ever hold it this way other than himself, the first person to 
ever touch it with lust in their heart.  I felt like a virgin again myself, 
remembering the time I held my first cock in that dark movie theater, feeling 
it growing in my hand as I wondering what it would feel like in my mouth.

Actually I was a bit surprised he didn't cum right then and there.  As much 
as that would have been fun, I had more ambitious plans for him. I stroked it 
gently and I could hear him gasp just a bit.  He was looking down at his 
crotch, seeing my hand moving underneath his underwear, feeling it wrapped 
around his stiff little cock. I just had to see it, enough with this under 
the underwear crap I told him to stand up and take off his clothes for me.

I was still basically dressed, just my tank top was pulled up over my 
breasts.  I decided to stay that way, it felt sexy to have my clothes on 
while this young sexy boy was stripping in front of me.  Indeed, watching him 
undress was probably the sexiest strip show I have ever seen. My eyes were 
glued to him as he lowered his underwear past his knees and finally dropping 
into the pile of clothes next to him.  Finally released, his cock it stuck 
straight up into the air.  It was so hard it almost quivered.

As he stood there nude, unsure of what to do next, I went behind him and 
started to run my hands all over him, feeling every inch of his cute little 
body. God he felt so good! His firm ass was small enough that I could cup it 
with my one hand as I reached around and held his cock with the other.  Then 
I moved back in front and kneeled down such that his beautiful cock was just 
inches from my face.  I wanted it soooooo badly!

"Ok Billy," I said holding his cock just in front of my mouth, "I am going to 
do something to make you feel really good so don't worry, just stand there 
and enjoy it." 

With that I took him in my mouth.  Finally! After so many dreams and 
masturbations, I was actually sucking his cock.  Usually I prefer like to 
lick a guy first, tease him a bit, and play with him before taking him 
completely in my mouth. In this case I doubted whether he could take it 
without cumming first so I swallowed his cock whole, putting him completely 
in my mouth until my face was pressed into his crotch, his coarse pubic hair 
brushing sensuously against my face. He smelled so good, not nearly as strong 
as an older man but still an incredibly sexy odor.  No sooner did I get him 
completely in my mouth than I came again, almost unable to breath between my 
orgasm and his cock stuffed in my mouth. 

Billy moaned just a little bit and I looked up at him as I gently sucked him 
and ran my tongue around his head.  His eyes started to roll back and I knew 
he was ready to cum.  He instinctively started to pull from my mouth but 
there was no way I was going to let him loose now! I wanted his first orgasm 
to be in my mouth, swallowing every drop he could provide! Billy sighed 
deeply and then his load burst into my mouth.  It was not the huge load like 
I get from my dad but hard little bursts, like a machine gun compared to a 
bazooka. His sperm tasted differently too - hard to explain but I liked the 
flavor of him.  I reveled in his cum shooting in my mouth, trying to sink it 
into my memory, wanting this moment to last forever as yet another orgasm ran 
through me when his cock twitched against my tongue. After he stopped 
ejaculating I stood up and showed him the cum that was still on my tongue, 
something that apparently surprised him. 

"Mmmmmmm, see your cum on my tongue Billy," I said to him, "Now watch this." 
I swallowed his cum down and showed him my empty mouth, "There now Billy, I 
swallowed it all down.  You taste wonderful you know."

Billy looked a little bit shocked. "Wow Kelly," he whispered, "I never knew a 
girl could do that, I mean suck me and then eat my sperm.  Will you get 
pregnant now?"

"Oh Billy!" I said as I stroked his cock.  The horny little bastard hadn't 
softened one bit! "Your parents really need to talk to you more. No, I can't 
get pregnant from swallowing your cum - or sperm, you have to do it down 
here, in my pussy.  I take a special pill though so even if you do I won't 
get pregnant."

Billy looked relieved and at the same time I could tell he was enjoying my 
hand sliding around his wet cock. He was still so hard and ready to go again.  
Mmmmmmm, I knew some men that I wish had that sort of staying power!

"Do you like me stroking your cock like this Billy?" I asked him.

Billy just nodded emphatically. It was time though, I couldn't wait any 
longer .  It was time for him to fuck me, time for me to feel his virgin cock 
entering my wet and warm pussy. I was ready just to jump him and stuff him 
into me! I led him to the couch and had him lay against one arm so he was 
facing the center.  As I watched him lay there, his horny cock hard and 
pointing straight at his face, I quickly stripped off my clothes in front of 
him until I stood naked in front of him. I let him have a good long look at 
my nude body, giving him enough time so he would always remember me, the 
first girl to show herself to him like this, the first to allow him to see 
every inch of her, the first to let him feel every inch of her.  I was going 
to be the first girl to couple her body with his in a physical union, 
actually joined together in away only a man and a woman can be. I am not sure 
who was more turned on - him or me! I loved the way he stared at me, a look 
of total fascination, of rapture.

I laid back against the opposite side of the couch and spread my legs for him 
to see my pussy. I gave him a brief sex-ed lesson, showing him my clit and 
labia, explaining about my vagina and how I peed. I was incredibly wet with 
the anticipation of him fucking me. Then I showed him how to touch me.  I did 
it myself at first, basically I masturbated for him.  I came again in minutes 
which helped him to understand what happened, how a woman orgasmed and why my 
pussy was so wet. Billy listened to every word, his cock getting harder if 
anything, if that were even possible.  I have had guys tell me it can even 
hurt sometimes when they get too hard.  I was willing to bet Billy was at 
that point!

"You know Billy, my pussy was really made for something besides my fingers, 
something only boys have." I stroked my pussy lips as I spoke, inserting a 
finger inside and shoving it deep into me. Billy's tongue was running almost 
non-stop across his dry lips. "Your cock was intended to fit here, into my 
pussy. You will feel better than you ever have when it is inside of a girl 
because that is how you were created, to feel wonderful when you have sex.   
Sex is a gift from God, it is the most pleasurable feeling anyone can have.   
Do you want to put yourself in me and find out for yourself?"

I'm sure I don't have to repeat what he said! I got up off my knees and 
straddled him as he laid on the couch. I held his hard cock in my hand, for a 
brief moment I considered what I was about to do.  He was just thirteen, well 
almost fourteen, and I was his babysitter.  His parents trusted me to take 
care of him and protect him. Should I continue and have him fuck me - hell 
yes, I was so horny I knew I could never turn back now.  The point of no 
return had long since passed and I knew I wanted just one thing at moment - 
to feel him entering me!

"OK Billy," I said, "Watch now as I put you inside of me.  Watch as you fuck 
a girl for the first time.  I want you to always remember this moment, to 
always remember me, to always picture yourself coming into my pussy for the 
first time." 

With my left hand between my legs, spreading my pussy open, I used my right 
hand to guide him to my wet hole.  I took a deep breath and lowered myself 
slowly down on him. Oh god it felt so wonderful to feel his cock head 
splitting me open and penetrating me! When his head was just inside me, I 
paused, savoring the moment as I stripped his virginity from him. Oh my god - 
I was being fucked by this boy and I was loving it! I instantly came again, 
flooding his cock with my cum.  Billy was watching intently, staring as I 
guided his cock into my pussy.  I circled my hips slightly to rub his head 
just inside of my pussy.  I couldn't believe how good it felt.  Billy gasped 
as my pussy toyed with his cock head.

"Mmmmmmm, feel good so far Billy?" I asked, "Girls were very sensitive just 
inside so by letting your head touch me there I feel soooooo wonderful.  Get 
ready now, I'm going to take you all the way in now."

I took his hands and placed them on my ass.  Mmmmmmm it felt good for him to 
grip my firm bare cheeks. Slowly I lowered myself down on him.  I could feel 
him entering me, my pussy filling with his manhood. Finally our crotches met 
and I could feel his coarse pubic hair tickling my bald pussy.  I looked down 
and I know I will always remember the sight. The base of his cock was pressed 
into my pussy and the rest of his cock was nowhere in sight. Knowing it was 
up inside me, feeling it throbbing in me, seeing us physically joined 
together, made me feel so complete and feminine. I've been fucked by a lot of 
guys but this was by far one of the most erotic moments I've ever 
experienced. At that point I just instinctively fucked him, rising up and 
down to let his cock slide in and out me. He held on a little longer but it 
was only a few minutes before he was ready to cum again. I could feel him 
throbbing in me as Billy moaned and gasp.

"Oh Kelly," he said in a husky voice, "That feels good... I'm going to cum 
again!"

Suddenly his hips thrust upwards as he did what came naturally to him.  He 
was driven by an inborn sexual need to pump his seed as deep into me as 
possible, to mate with me.  Nobody needed to tell him what to do at this 
moment, it was all Mother nature taking over at this point.  Suddenly he 
pushed even harder up into me and I could feel his cock spasm and then a 
burst of heat bloomed inside of me.  I could feel a flash of warmth deep 
inside of me as his cum pumped into me.

"That's it Billy," I moaned as I came yet again along with him, "You know 
what to do, you know what every man wants and needs.  Give me your cum, shoot 
it inside of me.  Fuck me Billy, oh god fuck me fuck me fuck me!"

After he had finished I can remember vividly sitting on him, just taking in 
the feel of his cock in me. I think I could've sat there all night, he 
certainly was getting any softer!! Damn he was a natural fucking machine! I 
eventually dismounted and sucked him so I could taste my cum on his cock.  I 
love to suck a cock just after being fucked.  The mixture of my pussy juices 
with his cum served on his glistening cock always tastes wonderful to me. Of 
course, the best part of the recipe is preparing it!

Billy sat up and we hugged.  I realized then that I had not kissed him and I 
smiled as I thought about it. Billy had done something not many boys can 
claim - he had fucked his first girl before getting his first kiss! In a way 
though it seemed right to me to leave it that way. This was what I had 
wanted, just to be fucked by him, not to be his girlfriend.  Someday he would 
meet a girl and kiss her.  Maybe he will fuck her or maybe not but their kiss 
will be a special thing for him.  His virginity was mine though, and nobody 
else would ever be able to say that! I knew no matter what girl he met or 
married, he would always remember this night and me.  Billy laid his head on 
my shoulder.  I loved the warmth of his naked body against mine.  I thought 
about how many times I had masturbated while dreaming of being in this 
position.  Sitting next to Billy, both of us nude, his cum dripping from my 
pussy, my hand holding his cock - still hard even after cumming twice!

"So Billy," I said as I held him tightly to me, "How do you feel?"

"Oh man Kelly," Billy said in a soft voice I barely recognized, "I can't 
describe it.  You're incredible! I never dreamed it could feel this good.   
Can I fuck you again!"

Well, I was not about to turn down such a request.  Billy's cock was as hard 
as when we started so he was obviously ready to go.  I was still horny as 
ever so I decided to let him do the work this time.  I motioned for him to 
stand up and this time I laid back on the couch.  I spread my legs apart and 
rubbed my sopping wet pussy.  God it was so sensitive now! I touched my clit 
and felt a wave of pleasure burst from it.  I knew what it needed - his 
tongue!

"Now Billy," I instructed him, "It's time for you to try something new.  Get 
down between my legs and lick my pussy."

Billy looked at me with a question in his eyes, I could tell he wasn't sure 
what I meant.

"It's OK Billy," I assured him, "If you learn to do this well you will be 
able to make any girl do whatever you want, trust me!"

Billy did as I told him and before long I watched as his head went between my 
thighs and he licked my bare pussy.  At first it was more like a puppy 
licking my face so I spread myself open and explained to him where to lick.

"Here Billy," I said pointing to my clit, "This is my clitoris but I call it 
my clit.  See how hard it gets - like a little penis only MUCH more sensitive 
than yours.  Run your tongue around it and suck on it.  You can even bite it 
gently but not too hard!"

Billy was a great student and a natural at oral sex. I quickly came as his 
tongue moved around me, exploring a pussy for the first time.  I pushed his 
head down and he licked my pussy, taking my labia in his mouth and sucking 
softly on it.  God it felt so good! I loved watching him too, seeing his 
young body between my legs, his cute little face smashed against my pussy as 
his tongue reached into me and explored the interior of my pussy.

"That's it Billy, did you feel me cum?" I asked, "Did you feel my pussy pour 
into your mouth?"

Billy looked up briefly, his face covered with my wetness, and smiled, "Gosh, 
I never knew girls liked this! I love the taste and smell!"

He quickly went back to my pussy.  He certainly learned fast! I had a feeling 
I knew what he was going to be trying to do to the girls he went out with in 
the future.  Well, they would've to be frigid prudes not to let him! Yet as 
much as I loved what he was doing, there was more I wanted from him.  I took 
his head in my hands and pulled him gently up to me.

"It's your turn to fuck me Billy," I said to him, "Just do what comes 
natural, your body knows what to do, just let it go. Fuck me Billy, take me 
like you've dreamed when you rub your cock at night."

Billy pushed his hips forward and his cock pressed against my pussy but not 
quite in the right place to enter me.  He wiggled his hips around and I could 
tell he wasn't sure how to get it into me.  I reached down and guided his 
cock into me.  I was so wet it went in easily once it was where it belonged.   
Quickly he pushed himself all the way into me.  I didn't say anything, I 
wanted to see what he would do by himself.  I wasn't disappointed, fucking 
was a natural function and Billy's body knew what to do.  He started 
thrusting in and out of me, slowly at first and then faster as he realized 
what he was doing and how good it felt.

"That's it Billy," I moaned as my pussy gripped his wonderful cock, "Fuck 
me... Fuck me harder."

Billy quickened the pace and was soon ramming himself into me, making me 
quiver each time he banged his body into mine.  Each time our crotches met I 
felt him push me back into the couch as he tried to stuff his swollen cock 
ever farther into me.

"Cum Billy," I whispered to him, "Cum in me again... Fuck me with your hard 
cock... Let me feel you shooting your hot cum into me again."

Billy was experiencing this all for the first time and had no idea of how to 
control himself so it wasn't long before his cock was on the threshold for 
yet a 3rd time.  He was already getting more confident though and understood 
what was happening.

"Oh Kelly," he panted between his exertions, "I love fucking you, I wanted to 
do this soooooo badly ever since you teased me the last time."

Suddenly he stopped and a loud moan erupted.  I was worried for a minute that 
he was going to wake up Jenny but then I felt him thrust extra hard and hold 
himself deep inside of me.  For the second time that night I felt a bloom of 
heat deep inside of me as his load burst from his hard cock.  Billy stayed 
deep in me, pushing a bit harder each time he shot his cum into me.

When he had finally released his last load, he laid on top of me.  I pulled 
his ass tight against me, keeping his cock in me.  It felt so wonderful at 
that moment to be laying on the couch with him, feeling his naked skin 
against mine, his head against my boobs and his cock inside of my pussy.  I 
wanted this moment to last forever.  He seemed so innocent as he closed his 
eyes and finally rested, his sexual lust finally satisfied.  I smiled as I 
thought to myself that this was what being a good babysitter was all about - 
how could I have taken any better care of Billy than what I had just done 
with him?

I heard a clock chime and I realized it was less than a half hour before his 
parents were due home! As much as it seemed so natural and right to fuck him, 
I had a feeling his parents were not expecting to walk in and see their 
little boy laying on his nude babysitter with his cock buried deep in her! 
Reluctantly I woke him and he got off of me. His cock had finally softened 
but I still couldn't resist holding it one last time.  I took it my mouth to 
suck off my pussy cum from it and then stood up next to him.

"Time for you to get to bed Billy," I said. " Remember, this has to be our 
secret and you can't tell your friends or your sister about what we did 
tonight.  If you're a good boy then next time I baby-sit you can fuck me 
again.  Would you like to do that?"

Billy nodded his head firmly. "Oh yes Kelly, I can't wait to fuck you again.   
I've never felt so good."

A naughty thought came into my head then and I figured after everything else, 
what could it hurt.

"You know Billy," I said in a conspiratorial voice, "There is a way you could 
fuck a girl more often."

Billy looked at me with a smile to his face, intent on hearing my suggestion.

"Jenny is getting to be pretty hot herself these days. I bet if you asked her 
she might be interested in having fun with you."

"You mean fuck my sister?" Billy said with a look of distaste. "No way!"

"Well you think about it some more Billy and the next time you are really 
horny and you wish you had me to fuck, you might just think about her a bit 
differently.  Just imagine being able to fuck her every day! Just remember 
not to cum in her - you wouldn't want her to get pregnant!"

The more I thought about him fucking Jenny the more excited about it I 
became.  As Billy went to his room I watched his naked ass and wondered what 
Jenny would say if he approached her.  He was hooked on sex now and I knew he 
would want to fuck again. His drive would get stronger and stronger until 
finally he would overcome his doubts and fears and go to his sister for 
relief.  I would love to see them their first time, see Billy and Jenny 
together as lovers instead of brother and sister.  God that would be so 
incredibly hot!

With Billy in bed I went to dress and I saw that the crotch of my jeans was 
still soaked.  I also noticed coming back into the family room that the air 
had a strong smell of sex and the couch had a large wet spot from my pussy 
overflowing while he fucked me. Fortunately my winter coat would cover my 
jeans so his parents wouldn't think I had wet my pants or maybe even 
suspected something more.  I sprayed some room freshener in the family room 
and flipped the couch cushion over. I went to the bathroom and straightened 
out my hair.  My face was still a bit flushed but there wasn't much I could 
do about it.

I finished everything just in time as when I left the bathroom the parents 
were walking in the front door.  The father laughed when he saw my coat on.

"Well, looks like Kelly is anxious to get home.  Were the kids that bad 
tonight?"

I could tell he was just teasing so I just smiled and said, "Oh no! They were 
great! We had a good time together and I hope to be able to help out again 
sometime if you need someone."

Mom quickly checked on the kids and after she paid me he drove me home.   
About half-way back he looked over at me with a smile. "Gee Kelly, that is an 
interesting perfume you have on tonight.  I'm trying to figure out just what 
it is, can you tell me?"

Oh god, he could smell the sex on me! I didn't have a chance to shower before 
they got home and I had hoped they wouldn't notice.  Well if he did then I am 
certain his wife had also.  Women just seem to be able to smell the scent of 
sex better than men, especially the smell of another woman's wet pussy.  My 
mom was always able to tell when I'd just masturbated or had sex, just by the 
smell of me walking by afterwards.  I decided to make the best of it.

"Well, it's a special perfume my dad got me," I said, "You know, if you 
wanted you could get it for me also some time."

I licked my lips a bit sensuously as I said it and I was pretty sure he 
understood what I meant by it.  My hopes were he was thinking I had been 
masturbating and that he would pass on this new information to his wife 
before they got any ideas about how else I might have ended up smelling that 
way.

He just smiled at me and as we arrived at my house he said goodbye and then, 
"Thanks again Kelly.  Maybe some time we will have to see about getting you 
that perfume. I think I know where it comes from."

With that I just smiled and left the car.  I had a feeling I may have started 
something that could be very interesting someday!

When I got home I quickly undressed and jumped in bed where I immediately 
started I masturbating as I replayed the night's events in my head. God it 
was so incredible.  I had never imagined that fucking a young boy could be so 
sensual.  I remembered the feel of his cock the first time it entered me.   
Within minutes I was cumming and I gasped as a huge orgasm swamped me with 
wave after wave of sheer emotional bliss. Suddenly I was startled by a 
familiar voice.

"Damn Kelly, it must have worked out pretty well tonight! You certainly 
aren't wasting any time, you didn't even come to the family room to tell us 
you were home.  Spill it girl, I want details."

Seeing my mom's nude body outlined in the doorway by the soft glow of the 
hall nightlight, I realized how selfish I had been.  I had been so horny 
coming in the house that I couldn't wait to masturbate and relieve some of 
the tension, but in the process I had not lived up to my promise to my mom 
before I had left.  She sat down next to me and started to run her hands over 
me, lingering on my pussy before moving to my breasts.  Finally she took me 
in her arms and just ran her fingers through my hair.

"Tell me what happened darling, tell your mom all about it.  So did Billy 
fuck you?"

I sighed and proceeded to tell my mom everything about the night.  She gasped 
when I described how he had come in my mouth the first time and then again as 
I described the feeling if him entering my pussy for the very first time as 
well.  God she was so turned on she started to masturbate right there next to 
me! By the time I got to the last time Billy came in me she was cumming 
herself, gasping for air as I described him laying on me with his cock limp 
inside of me.  I loved to watch my mom touch herself, especially when I was 
telling her about my experiences.  I think she lived vicariously through me, 
reliving her own teenager days through me.  When we were both done my mom 
took a deep breath and smiled at me.  Then she looked a bit more serious.  
"God Kelly, that must have been incredible.  I only hope he understands how 
important it is for him not to tell anyone.  I would hate to see you get into 
any trouble over this."

That's when I told my mom my master plan - my plan to seduce the dad so he 
would not do anything if he found out about me fucking his son.  Who knows, 
maybe I could even get the wife involved? My mom thought it was a great idea, 
even if it did involve a married couple which she normally was against me 
having sex with.

She left and I was alone again in my room.  I drifted off to sleep with 
memories of my Billy, memories of the taste of his cock and cum, memories of 
his cock pounding into me.  I also went to sleep with the anticipation of 
what may lay ahead with his parents.  I knew the dad was interested, he had 
taken the bait and now it was just a case of setting the hook and reeling him 
in! I couldn't wait until they needed another babysitter!


Chapter 3 - Sex With Billy and His Sister Jenny
===============================================

Up until the last day of the year I was still debating what to do on New 
Year's eve.  There were lots of options but very few with any real 
potential...

My parents were just going to stay home but I knew what they had planned and 
sometimes it's best just to let them have a night like this together.  
Besides, I prefer to say family three-somes for something special like 
Father's Day.

A few friends of mine were planning to go downtown and celebrate the new year 
with some of the city-wide activities.  I hate getting cold and spending a 
winter night roaming the streets just isn't my cup of tea. 

My cousin was planning on having her boyfriend over and I knew she would've 
been more than happy to share him with me if I asked.  Still, it was her 
boyfriend and I'd already had him once before so it wasn't like it would be 
anything new.

Beth, my best friend, was of course planning an all-night, take-no-prisoners 
sex party.  Although I always found her parties to be stimulating to say the 
least, I was looking for something more intimate and personal.  Granted, 
having a dozen guys available to do my bidding was not exactly a bad way to 
spend an evening, but it was the sort of I had to be really in the right mood 
for and tonight I wanted to at least know the name of whoever I was with.

It's times like this when a boyfriend can come in handy, someone you can 
depend on to be there for you.  Ever since my last one dumped me over a year 
ago, not three weeks after I left for my first year of college, I've been 
unwilling to get back into that sort of relationship again unless I know 
there is some possibility for a long term relationship.

So far such an opportunity has not arisen so my sex life at school this year 
has been 99% self-inflicted if you know what I mean.  I was able to get 
together with Brenda, my roomie from last year, and her brother once which 
was nice and even went to a frat party in Columbus for the first time where 
things got a bit carried away.  Other than that my dad has been my only 
reliable source of sex and I only see him every month or two when I at most 
when at school.  Hopefully you understand why I love coming home for the 
holidays!

It was noon and I was about to call my friends and somehow keep warm downtown 
when the phone rang.  I picked it up expecting it to be my mom calling for 
me, as she usually did at least once a day.  To my surprise it was the wife 
of the family I'd been babysitting for a couple of times this past week - the 
family with the thirteen year old boy I'd fucked just two nights ago! 

For a brief yet eternal moment my heart leapt to my throat as I imagined that 
he'd for some reason told his parents what had happened! I was desperately 
searching for something to say when she asked me if I was available to sit 
tonight!  She apologized profusely and said their babysitter had just called 
claiming she was sick and they had a big corporate party to go to with no one 
to look after Billy or Jenny.

As she spoke I wondered for the umpteenth time why they needed a babysitter 
in the first place (Billy would be fourteen in a month and Jenny would be 
thirteen in two months) but who was I to argue?  Heck, I started babysitting 
for other kids when I was fourteen!

My mind immediately thought of Billy - actually I envisioned Billy nude and 
fucking me.  I felt a twinge in my pussy as I remembered how he felt in me, 
how hot I was when this thirteen year old boy had fucked me for the first 
time.  This all went through my head in about two seconds after which I 
quickly told her I could do it.  She sounded so relieved - I smiled to myself 
as I wondered if she would've been so happy if she had any idea why I was so 
willing to accept such a job on New Year's Eve on such short notice!

I was a bit surprised when her husband picked me up fifteen minutes early.  I 
was barely finished getting dressed after taking a shower and I just had 
enough time to kiss my mom goodbye as I ran out to his car.  As I got in he 
apologized for being early, saying said he had been out so rather than 
sitting at home for ten minutes he took a chance that I would be ready. 

As he started the car, I noticed him looking at me again.  It wasn't just a 
glance but something more. Now I've had enough boys and men look at me that 
way over the years that I knew what was going on - he was undressing me in 
his mind, wanting to touch me and have sex with me, wishing I was available 
for him.  Oh yes, I knew THAT look - that lustful, animal look that men got 
when they see a girl with their minds clouded by sex.  I wasn't Kelly to him, 
not a real girl with feelings and emotions.  No, I was now one of those girls 
in his porn magazine, the one he masturbated over, just a sex toy he wanted 
to play with. 

At this point I knew I had two options. I know that when men looked at me 
that way I was actually the one with the power, the one who called the shots.  
I knew that if I really wanted I could get him to do almost anything so long 
as he thought it gave him a chance to have sex with me. All it would take was 
the slightest a hint from me that I was available and almost could happen 
then! 

I could also ignore him or even tease him a bit but not let him have me but 
where was the fun in that?  All these thoughts ran quickly through my mind 
and we weren't even out of my driveway before I made up my mind.   Actually 
it wasn't a tough decision under the circumstances!

"You know," I said with my sexiest voice, "When a man looks at me that way he 
usually isn't thinking about me babysitting his kids."

His face flushed as he knew he had caught him. "Sorry Kelly," he stammered, 
"You have been awfully suggestive lately so I just thought..."

"That's OK," I interrupted him, "I was worried that maybe you weren't 
interested.  Hmmmmmm, I guess you are."

Without saying another word I moved over on the seat to be next to him and 
put my hand on his crotch. I could feel that he was rock hard underneath as I 
rubbed him.  He started to say something but I just ignored him and quickly 
undid his pants and reached in to grab his hardening cock.  I was moving so 
fast he didn't have time to react or do anything but drive down the street.  
Before we reached the end of my street his cock was free and I had started 
sucking him.

"Oh my God Kelly," he finally said as he braked for the stop sign.  "What are 
you doing?"

I released his thick cock and looked up at him. "Hmmm, now don't even try to 
tell me that you don't want this."

He smiled down at me and put one hand on my head, pushing me back to his 
cock. "No, I can't say that.  I just can't believe you're actually doing it!"

Well I certainly was.  This was no time to be coy, I knew I only had a short 
time to make him cum and so I used every trick I knew to give him the fastest 
and most intense blow job he had ever had.  Hmmm, not to say I wish I had all 
day.  He had an average length cock but it was thicker than most - my 
favorite size.  I could take him all in my mouth and feel stuffed without 
having to worry about gagging. He was unshaven, not even trimmed which meant 
his crotch was a thick forest of coarse pubic hair.  I loved the feel of it 
against my cheeks as I buried my face into his groin when I sucked his cock 
hard.  He smelled incredibly strong, a heavy musky scent and I had a feeling 
he had skipped his shower this morning from the sweaty odor that was mixed in 
with his natural aroma.  I loved the feel of him growing in my mouth, quickly 
hardening and getting longer. Few things turned me on more than feeling a 
cock growing in my hand or mouth, knowing it was reacting to me, that I was 
the reason for him getting so horny. I felt sexy, even a bit slutty, that men 
wanted my body.  I knew it wasn't me they wanted but who cared so long as I 
got fucked in the process.

It was only three blocks to their house and even I wasn't going to get him 
off in that short time so I was pleased when he pulled over to the curb just 
before we got to their house.  He leaned his seat back and just groaned as I 
stroked his cock in and out of my mouth, rolling my tongue around his shaft, 
using my lips to caress the head when it was barely in my mouth.  I never let 
it escape though, always keeping it in my mouth as I fondled his balls gently 
with my hand. God I wanted him to cum, to fill my mouth with his seed.

"Damn Kelly, you sure know how to suck a cock!" he said between moans. "Oh 
god! I have NEVER had my cock sucked like this before!"

His hands were holding my head, my hair between his fingers.  I could have 
almost just relaxed and let him do the work the way he was pumping my head up 
and down on him.  He was virtually masturbating using my mouth instead of his 
hand except I was sure my mouth felt a hell of a lot better than his hand 
ever would!

If he had hung on much longer I would have actually been disappointed.  I can 
give a damn good blow job and when I want a man to cum I have not found one 
yet who could resist my efforts. Sure enough, I felt his balls tightening in 
my hand and his hips lifted up from the seat.

"Fuck yea, suck it girl!" he gasped, "Here it comes... take it bitch, all of 
it!"

He didn't have to say anything since I had no intention of letting one drop 
escape.  I sealed my lips around his hard shaft as he convulsed and I felt 
the first shot of cum strike the back of my mouth, followed by another and 
yet another.   He kept cumming, the later loads more a jerking of his cock as 
his balls emptied but I hung on to him the whole time, feeling my mouth 
filling with his salty cum.  I couldn't swallow while he was cumming and 
don't think I could have held any more without letting some leak out past my 
lips so he finished just at the perfect moment.   I let his cock slide from 
my mouth and then looked up at him, opening my mouth to show him his load.

"Shit, that is so hot!," he exclaimed as he looked at my, running my tongue 
through his cum in my mouth. "Damn, you really like that stuff don't you.  
What a fucking slut!"

My response was to swallow it all down.  It took a few swallows to clear it 
out of my mouth and I had a strong aftertaste of his cum in my mouth.  I 
opened my mouth again and showed him to prove it was all gone.

"I love cum," I told him matter-of-factly. "I also LOVE what I have to do to 
get it."

"Well it's obvious you do Kelly," he said with a grin. "That was the most 
incredible blow job I have EVER experienced in my entire life!"

He fixed his pants and straightened up his seat.  He reached for the keys to 
start the car again but then sat back and turned to look at me.  He was 
shaking his head slowly with a hint of a smile on his face.

"You know Kelly, most folks around here believe you to be a nasty slut.  I 
always figured it was just rumor since anytime I've seen you around you were 
always looking like miss perfect and all.  Hell, you led the church youth 
group and we've had you as our babysitter for years!"

I just gave him a coy smile and said nothing.  Instead I ran my tongue over 
my lips.  I could still taste his cum and memories of his cock in my mouth 
were still running through my head. He wasn't finished though and what he 
said next took me a bit by surprise.

"So tell me Kelly, how long have you been fucking my son?"

It was a question that was so unexpected I couldn't help but react before I 
regained my composure.  "What do you mean?" I said with a voice that sounded 
unconvincing, even to me.

He surprised me again as he laughed at my reaction. "I only had a feeling but 
I wasn't sure until I saw that look on your face there for a second.  Ever 
since you babysat him last time he has spent every spare minute locked in the 
bathroom.  I was wondering why in the world he was masturbating non-stop but 
once I knew for sure you were a fucking whore I had my answer."

I was speechless.  My worst fears were being realized.  As much as I loved 
fucking Billy, I always had this nagging feeling that his parents would find 
out and I would be in deep shit. Well, I was surprised for yet another time.

"Don't look so scared Kelly." He said in a reassuring voice.  "When I was his 
age I would have given anything to fuck my babysitter. Unfortunately, mine 
wasn't a slut like you and she wouldn't do anything although she teased the 
hell out of me.  Honestly I don't mind if he fucks you, I was doing my 
neighbor when I was his age.  His mother would freak though so whatever you 
do, don't get pregnant."

I didn't know what to say.  This was NOT what I was expecting.  Here I 
thought he would be turning me in to the police and instead he was actually 
encouraging me to fuck his son! Well, what could I say - cool!

"Don't worry, I'm on the pill," I told him.

"Someone that doesn't surprise me in the least," he replied.   He didn't say 
it but I knew what he was thinking, it didn't surprise him that a slut like 
me would be on the pill. 

In any case, we were at their house a few seconds later.  We walked up to the 
front door but just before opening it for me he looked at me with this grin 
that seemed anything but nice.

"Let's make this simple... You suck my cock from now on every time we're in 
the car together and I don't turn you in to my wife for statutory rape.  
Deal?"

What choice did I have?  Really, what choice was there?  I mean, it was a 
win-win for me - an adulterous husband and his teenage son, all in one 
package deal.  If he thought he was somehow pulling one over me then he as 
grossly misunderstanding just what a slut I really was!

The door opened before I could do more than nod.  His wife invited me in, 
looking relieved at the sight of me.

"Oh Kelly," she said as she hugged me, "Thanks for giving up your New Year's 
Eve for us.  I don't know what we would have done if you hadn't been 
available!  How can we ever repay you?"

Oh I had a few idea of how I was going to be repaid but I doubted that any of 
them were under her consideration! 

I smiled and wondered if she would have been so happy if she had any idea 
what I had been doing to her husband not ten minutes earlier.  Hmmm, or what 
I had planned for her kids tonight after she was gone!  I almost felt guilty 
given how much she trusted me and the way I betrayed that trust with Billy 
and even now was planning to betray it even further with Jenny.  Almost.

Yep, the guilt was easy to live with as somehow I doubted that I was the 
first girl to suck her husband's dick.  Hell, if we had more time I'm sure it 
wouldn't have stopped with just a BJ.  I'd have been quite surprised if I was 
the first girl he fucked besides his wife since they were married.  Our 
little session in the car went too fast and smooth for it to be his first 
time cheating on her.  This guy was experienced!

With that they hurried out the door and then it was just me with Billy and 
Jenny.   Let the games begin!

***************

Now that it was just the three of us Billy was looking at me like I was the 
biggest piece of candy in the store.  Jenny scurried off to her room to do 
whatever she was doing.  No sooner than she had left the room than Billy was 
practically drooling in front of me.

"C'mon Kelly, can we fuck again tonight?" he asked, not wasting a moment. 

It's not like I'd never heard a guy ask me something like this before but it 
WAS the first time I'd heard it from a kid who stood barely as high as my 
boobs!  I glanced down and it was easy to see his little cock was trying it's 
best to burst through his pajama pants.  Yep, this was one horny little kid!  
It was like I had to literally hold him off.  No doubt he would've been happy 
to just have me strip my clothes off right there in the hallway and let him 
fuck me! 

"Hang on my little tiger!" I scolded him gently, "We have to wait until your 
sister goes to bed.  That is, of course, unless you did what I told you to do 
last time I was here." 

Billy looked down, a guilty look on his face. "No Kelly, I was afraid to ask 
her to do anything.  All I could think about is you and how good it felt when 
we fucked."

Damn he looked so cute!  He was short for his age but was already growing out 
of that little boy look.  God I wanted to fuck just as bad as he wanted it!  
It was over an hour before Jenny was due to go to bed and my pussy ached for 
this boy's cock more than it had ached for anyone's in quite a while.  

I decided to hell with it, I wanted it and I wanted it NOW.

Taking Billy by the hand I motioned for him to be quiet and follow me.  We 
snuck by Jenny's room and I peeked through the crack in the door and saw her 
reading in her bed.  She looked totally absorbed which was exactly what I was 
hoping for.  We continued on to Billy's room and when we entered I closed the 
door softly behind us.

I turned back to him and before he knew what hit him, I said, "Well Billy, if 
you're so anxious to fuck me then what are you still doing in those pajamas?"

I knew that being direct would turn him on even more and I was correct.  He 
practically tore off his pajamas and before I knew it there he was in front 
of me, stark naked with an erection so hard I thought it might burst any 
second.  It was practically quivering!  I kept my clothes on for the moment; 
it felt more erotic having him nude while I was dressed.  Kneeling in front 
of him, I held his cock in my hand and marveled once again - god he was hard!

"So Billy, did you dream of me doing this to you again?"

He moaned as I took him in my mouth while I waited for the answer. "Oh yes 
Kelly!  LOTS!"

Well, he was even hornier than I'd given him credit.  No sooner did I get him 
all in my mouth than he thrust his hips into my face and started to cum.  I 
still had the taste of his dad in my mouth but that was quickly overwhelmed 
by the flavor of his son's cum.  Billy was less bitter than his dad but he 
didn't have near the volume his dad produced.  Of course, masturbating 
several times a day was probably keeping his payload minimized. 

I took his cum in my mouth without spilling any and quickly swallowed it.   
Once it was down I got up and hugged him, still holding his cock with one 
hand, gently stroking it as I consoled him. He looked like a puppy that had 
been scolded, "I'm sorry Kelly, I just couldn't hold it back."

"That's OK Billy, I understand.  Actually I take it as a compliment." Rubbing 
his still solid cock, I said, "Besides, at your age it doesn't matter, look 
how hard you still are!  Now you can undress me."

I stood back from me and he looked uncertain at first but I was dressed in 
clothes that were easy to lose - jeans and a shirt.  With no bra or panties, 
he had it pretty easy!  As he removed my clothes his cock rubbed up against 
me a few times and I shivered at the feel of him. I wondered if he had any 
idea how badly I wanted him, how much I craved his thirteen year-old cock.

If there is one disadvantage of having sex with a thirteen year-old boy it's 
there's not much in the way of foreplay.  At his age he could only think of 
one thing - fucking me.  Oh well, who was I to argue?  I went over to his bed 
and leaned over it, spreading my legs apart for him to have nice view of my 
bald pussy.

"Ok Billy, tonight we are going to do it a bit different than last time.  
This is called 'doggie style' and I think you can see why." 

I motioned for him to come up to me. "Ok now, you can see my pussy and how 
wet it is, just grab your cock and put it in me." 

Billy was more than ready! He moved in close and I could feel the smooth head 
of his cock pressing against my asshole.

"No Billy - not in my ass.  Some girls like their asshole fucked but not me."

Billy looked a bit flustered but he recovered quickly.  This time I could 
feel his cock head pushing where it belonged - against my pussy.  I reached 
underneath and spread my lips apart for him and his head slipped into me.  He 
started to push forward but I reached in and held his cock to keep it from 
going in further.  Time to teach him a little patience and technique!

"Don't rush it Billy.  A girl is very sensitive just inside her pussy.  Your 
head is nice and big so it can really feel good if you hold it like this, 
just inside of me.  Now move it in and out just a little bit, just enough to 
stimulate me."

Billy was an excellent student!  He moved in and out just a few fractions of 
an inch, his cock head with its lip rubbing just inside of my pussy. God it 
felt good!  Now THIS is what I wanted, what I'd dreamed about all afternoon.  
Now I wanted more, I wanted to feel all of him in me.

"OK Billy, now move it in me all the way - slowly though.   Take your time, 
let me feel every inch of you as it passes into my pussy."

My student was getting an A+!  He grabbed my hips and I could feel the 
pressure as he pushed himself into me.  I always love it when a cock moves 
into me this way, feeling it fill me, violating me, fucking me.  He was soon 
all the way into me. I felt his groin pressing against my ass, his light 
pubic hair tickling my bare skin just a bit.  

Poor Billy was too horny to stay that way for long.  The sexual instincts 
engrained in his DNA took over and he began fucking me, driving himself in to 
the hilt and then pulling out, sometimes all the way out before ramming it 
back in me again. He was getting more used to fucking me now, more willing to 
let himself go with less hesitation.

"That's it Billy, fuck me!" I moved my ass in rhythm with his strokes, 
helping him to drive himself in as deep as he could into me.

His small hands gripped my hips, pulling me into him.  Then suddenly he 
slammed into me and held himself there as I felt the heat of his cum blooming 
inside of me.

"Cum Billy," I cried softly to him, "cum in me more.  Fuck me Billy! Oh god 
fuck me!"

Billy spent his load in me and then collapsed on the bed.  His cock was 
sticking up, still hard and glistening with the wetness of my pussy and his 
cum.  I sucked on it softly, making him jump as I took it in my mouth as he 
was still sensitive after cumming in me.  Oh did it taste good! I love 
sucking cock and having it covered with my pussy juices plus his cum was the 
perfect meal.

Suddenly I heard a gasp and I looked to the door.  It was open just a bit and 
I caught a glimpse of Jenny, wide eyed as a deer in the headlights, staring 
at us.  Her hand was over her mouth trying not to make another sound.  When 
our eyes met she quickly darted away and I heard her footsteps as she ran 
back to her room.  

Billy looked at me with an expression of total fear, unable to even speak.  I 
told him to just stay in his room and let me take care of everything.  I 
grabbed my shirt and threw it on as I went down the hall to Jenny's room.  
Her door was locked and I called in to her to open it up.  At first she 
refused but finally I heard a click and the door knob turned in my hand, I 
went in her room to see her on her bed, looking at me like I was some alien 
from outer space.

"OK, we need to talk Jenny." I said to her as I went to her bed and sat down 
beside her.

Jenny wouldn't even look at me.  "I saw what you guys were doing.  I saw 
everything.  My brother was screwing you."

I figured there was no sense in denying anything. "Yes, we were.  What do you 
think about that?"

She just shrugged her shoulders. "I don't care about him. I was just 
surprised I guess.  Can't you get in trouble for doing that?"

I purposely ignored her last question.  No sense in opening THAT can of worms 
by giving her any ideas.  It was best to take control of this conversation by 
twisting it to her actions.

"So have you ever done anything with a boy Jenny?"

"Well, Tommy tried to touch me once.  We were kissing and he put his hand on 
my boob."

I smiled, not the least because there wasn't much there to call a boob yet 
but I would never embarrass her by saying anything.  As for who "Tommy" was, 
I had no idea but I assumed it was some kid in her class.  "Did you like it 
when he touch you?"

"Not really.  He was rough and he squeezed too hard."

I took a deep breath.  Something told me that there was more to this than 
Jenny wanted to say.  Who the heck was this Timmy character that he would be 
rough with her?  Most boys I knew when I was that age were too scared to 
hardly even tough me, let alone get aggressive.  I practically had to pull 
their hands to my chest to get them to touch me.

Jenny looked so cute in her long nightshirt.  She may have been a year 
younger than her brother per the calendar but in terms of maturity she was 
miles ahead.  The comment about this Tommy character being rough with her 
boobs gave me an idea - an very naughty idea.  I figured she'd already see 
enough tonight to seal my fate so what did I have to lose?  This would either 
resolve any issues with her seeing me and her brother or seal my fate 
completely.

Taking a deep breath I hugged her and as I did I put my hand on her chest.  
It was hard to see anything with the loose nightshirt but it was thin and 
with my hand on her it was like I was touching her almost with nothing on.  
Her breasts were just beginning to develop, more like small mounds on her 
chest than anything else yet.  Her nipples were another thing though.  Almost 
instantly when I touched hers they hardened and I could feel them poking out 
with my fingers. 

At this point I wouldn't have been surprised had she tried to push me away 
but instead she really didn't do anything.  My courage building, I began to 
slowly massage her budding boobs.

"Is this the way you like it Jenny?  Is this the way you do it when you are 
alone?"

I noticed she had closed her eyes.  In a soft voice she responded to me, 
"Mmmmmmm, yes that feels good."

I reached under her nightshirt, noticing she had on white cotton panties as I 
felt her bare breasts in my hands.  They were still small but her nipples 
were now so hard it was incredible.  Other than my own I'd never felt another 
girl's breasts that were so small, so young.  I remembered touching myself at 
her age, how good it felt, how amazing it was to see and feel myself 
changing, becoming more sexual.  I also liked the way boys (and men) started 
looking at me, the way their eyes would drift down to my chest.

Carefully I lowered Jenny until she was laying on her back with her arms were 
to her side and her eyes were still closed.  Softly I spoke to her... "That's 
it Jenny, just keep your eyes closed and pretend that Tommy is here, that he 
is the one doing this to you.  Let me show you how he should make you feel."

Her silence and heavy breathing told me all I needed to know.  I dropped my 
shirt and laid next to her, letting my nude body rub against her as close as 
possible.  I caressed her long dark hair, running my hands through it, gently 
tracing my fingers against her neck and shoulders as I did.  

Pushing her hair to the side, I softly kissed her neck, letting my tongue run 
around her ear and to her cheek.  Then I gently kissed her.  She responded, 
reluctantly at first and then with more passion.  I felt her arms around me 
as she pulled me tighter to her.  Her eyes were still tightly shut and I 
wondered who she was kissing - me or Tommy? 

I touched her lips with my tongues and hers parted.  When I slipped my tongue 
into her mouth her tongue came to touch mine.  Something told me she wasn't 
new to this sort of thing.  The longer we kissed, the more passionate it 
became.  

Keeping my lips on her, I reached down and pulled her night shirt up to her 
neck and then we broke apart for just a moment as I slipped her over her arms 
and head, leaving her in just her panties.  Then I shifted to be more on top 
of her, my larger breasts rubbed against her sensitive nipples and I think we 
both felt a shiver run through us.

I glanced to the side and saw that Billy had caved in to his voyeuristic 
desires and was watching us from the door.  I didn't mind myself, I was 
actually glad he was watching and hopefully getting hornier by the minute!  I 
had plans for him and Jenny and the hornier he was the better the odds they 
would come to fruition.

Turning my attention back to Jenny, I slowly allowed my hand to drift down 
her stomach and then down and one leg to her knee. I reached inside more and 
traced my fingers back up the inner part of her thigh.  Her legs were so soft 
and smooth! As I neared her crotch and gently allowed the backs of my fingers 
to pass over her pussy over her panties, she moaned softly as we continued to 
kiss.  

I felt her hips rise up slightly, pressing up against my hand.  It was time 
for the panties to go so I slipped them off her narrow hips and down her thin 
legs until she was as naked as I was.  Laying back alongside her again, I 
slipped one finger in between her pussy lips and slid it down to her little 
hole and then back up to touch her clit.   When I did she jumped and kissed 
me even harder.  I toyed with her and moved back to her pussy hole and slowly 
slid one finger into her.  She pulled back from me then and gasped, and then 
finally opened her eyes to look at me. "What are you doing to me?" she 
panted, "Feels so good..."

"Just enjoy it Jenny," I told her as I marveled at how tight she was. "Let 
yourself go.  Don't fight it, just let it happen."

I kissed her nipples, taking them in my mouth and running my tongue around 
each one.  Her boobs may not have developed much yet but her nipples were 
certainly sensitive!  I was just holding my finger in her while I used my 
thumb to rub her clit.  She was moaning almost continuously now, getting 
louder as she became more and more worked up.  I was pretty sure she had 
never even gotten herself this hot yet even when she masturbated so I could 
only imagine the whirlwind of emotions and hormones that were raging through 
her little body.  Well, if there was ever going to be the right time, this 
was it.....

I turned to the door and locked eyes with Billy.  I mouthed, "Come here!" to 
him and he didn't hesitate. As horny as he was he would have done anything I 
asked then, even if it was with his sister.  With my eyes I pointed to her 
pussy and then I showed him my tongue.  Good boy! He took the hint 
immediately and got between her legs and put his mouth on her pussy.  As he 
started licking her I felt her tense and she raised her head to see what was 
happening.  Her eyes widened like saucers!

"Billy!" she gasped, "What are you doing here?"

For a moment I thought maybe I had rushed things.   Fortunately Billy had 
listened well to my lessons the other night and was eating her pussy like a 
pro. Jenny shuddered as his mouth covered her clit and his tongue toyed with 
her super-sensitive clit.  She put her head back and just moaned even louder 
than before.

"Oh god Billy that feels good! Don't stop!"

I looked down and watched as Billy ate his sister's pussy.   Damn it looked 
so hot! He was on his knees and I could see his hard cock dangling down, 
undoubtedly dying to make its acquaintance with her pussy.  Well, I saw no 
reason it shouldn't but first I wanted her to be as hot as possible. I licked 
her chest and neck, running my hands over her and feeling her shaking with 
the pleasures that were running through her.

"Let it go Jenny," I whispered, "Don't hold back, you're almost there."

That seemed to do it as her back arched as she cried out.   Her hips bounced 
against poor Billy who was trying to keep a lip lock on her clit. I kept 
encouraging her. "That's it girl, you're cumming now, let it take control, 
give yourself up to it."

It was fascinating to watch. Jenny was no longer a little 12 year old with 
straight hips and an almost flat chest.   Suddenly she was a little tramp, a 
sexual creature writhing on the bed while she cried out with lust as her body 
awoke the awesome passions it had hidden inside. She shivered as if a cold 
blast of air had struck her and then she grabbed her crotch with both hands, 
moving Billy's face back as she grabbed herself and just held her pussy 
tight.  I knew what she must have been feeling.  There is nothing like an 
orgasm and I would do almost anything at times to have one.   

Jenny was really cumming hard for her first one and I had a feeling this girl 
was going to be wanting to do this a lot in the future.  It was sort of like 
opening Pandora's box - the sexual lock had been opened and there was no 
going back to the innocent little girl she had been not 30 minutes ago.   
Billy and I looked at each other and smiled, then turned our attention back 
to his sister as she rode out the last surges of pleasure and finally 
collapsed on her bed, her arms to her side, a low moan escaping from her 
mouth.

"So Jenny," I whispered seductively in her ear, " are you ready for the next 
step? Tell your brother what I know you want right now.  Ask him to do what 
you know you need him to."

Jenny looked at me, looking for just a moment like the 12 year old she was - 
so young and naive. Then a sly grin came to her face and she was back to her 
new self, the eager sexy girl ready to be fucked for the first time.  Well, 
who better to take her virginity than her own brother? They would always have 
this between them for the rest of their lives.  No matter who they dated 
later, no matter who they married, whenever they were together they would 
always remember this day, they day they were in bed together totally naked.  
They would always remember her voice as she begged him to fuck her - and he 
did.

"Oh Billy," she trembled as the words finally came from her, "I want you to 
fuck me.  Fuck me like you fucked Kelly... Just fuck me dammit!"

Despite everything so far, I don't think Billy actually expected to ever 
really fuck his sister.  He was undoubtedly sure that something would come up 
to stop it from happening, that there was no way his sister would ever 
actually say those words to him. He was biting his lip, involuntarily 
stroking himself as he stared at Jenny, gazing up and down her nude body. 
Hearing his sister begging him to fuck her had to be one of the most erotic 
moments he would ever experience. 

Billy moved up on his sister, holding himself up over her as his cock hovered 
over her wet pussy.  She was as ready as she ever would be and Billy was in 
position so I reached in and grabbed his cock with my hand.   He lowered 
himself down to her and I guided him in to her pussy.  He pushed his hips 
forward and pressed himself against her. She jumped just a little at the 
touch of his cock's head to her.  I spoke to both of them, trying to help 
them along as best I could.

"That's it Billy, you're so hard you can push right into her but take your 
time, treat her gently like a lover. Now push again, it will be easier once 
you're in her.   Lift your hips up Jenny, try to spread your legs apart and 
let him fuck you."

God I was so hot watching this! I could see his cock head pressing hard 
against her pussy, pushing it inward and then suddenly disappearing into her 
as her pussy lips spread apart and his cock nailed her hole.  As he pushed 
into her suddenly he looked uncertain and then he looked at me.

"Don't worry Billy, unlike me your sister is a virgin so her hymen is still 
there.  Push harder." Then to Jenny I softly said, "This will hurt but 
afterwards it will be ok.  It will only be this one time so just be ready and 
you'll do fine."

Jenny looked a bit uncertain and then she gasped as her pussy was desecrated 
by her brother's cock. In that one instant he took something from her she 
could only offer one man in her life - her virginity. His cock ripped through 
her and a tear came to her eye as she bit her lip from the pain.   Billy was 
too consumed by the feeling of her pussy wrapped tightly around his hard cock 
to care.  He kept pushing, driving himself deeper into her tight pussy. Once 
he was completely in her he paused for a moment, grinding his groin into hers 
slowly.

I was still laying next to her head and whispered to her.  "Look Jenny! Look 
at him between your legs.  Look at him pressed against you with his cock 
buried deep in you.  Is that feeling better now?"

Jenny nodded as she stared down her body to see her brother fucking her.  
Billy was slowly stroking himself in and out of her.  He would only come out 
about half-way since she was so tight it was hard to get back in her again.  
As he continued I noted she began to move in sync with him, lifting her hips 
up as he shoved himself back into her, helping him to push even deeper into 
her.  It was a natural instinct on her part to want him in her, to want to 
mate with him and take his seed. 

Billy was pumping her now, his breathing was quickening and I knew he was 
getting close to coming.  I also knew I had to do something because there was 
no way I wanted him to get his twelve year old sister preggo.  At the same 
time I wanted them both to get more out of it than him just squirting on her 
stomach.

"OK Billy, come out of her now and put your cock in her mouth."

Billy knew what was going to happen after our last time together but Jenny 
was clueless.  There wasn't time to explain or warn her - she would just have 
to learn the way I did.  Billy withdrew from her and quickly kneeled next to 
her head.  He leaned over - his hard cock wouldn't bend enough to get down to 
her mouth otherwise, and put his cock to her lips.  Jenny looked a bit 
confused but at this point she wasn't going to argue so she opened her mouth 
and Billy quickly slipped his cock in.  

Just in time! As his cock disappeared into her mouth he jerked and his first 
shot of cum was in her mouth.  Jenny's eyes opened wide as she tasted a 
mouthful of salty and gooey cum in her mouth. Billy didn't have a big load in 
reserve after having just fucked me a little bit before so she was fortunate 
not to have to deal with an overflow of cum. She just held her mouth open, 
allowing him to squirt into her mouth onto her tongue.  When he finished he 
pulled it back out and she shut her mouth.  She didn't seem to know what to 
do at that point so she just swallowed his cum.  I couldn't resist it anymore 
so I leaned over Jenny and started to suck his cock.  I could taste Jenny on 
him still and together with his cum I loved the flavor. He was finally 
beginning to shrink and as he did a bit more cum would drip from his cock, 
letting me have a taste of it.

The three of us laid together on her bed after that.  Billy was on one side 
of Jenny while I was on the other, each of had one leg over hers and an arm 
around her.  My breasts were pressed against her and Billy had his cock 
laying on her leg.   None of us said a word as we each tried to absorb what 
had just happened.  I couldn't believe that Billy and his sister had just 
fucked each other, and I was there to help and watch!  My god I never thought 
such a thing would ever happen to me for real and now here I was, laying 
naked in bed with two young teenagers (well, she would be shortly).

Billy must have been exhausted.  It was late start with and he had fucked two 
girls in the past hour - not bad for a thirteen year old still in middle 
school! His head was leaning on Jenny's shoulder and his eyes were closed.  
He was sleeping!!  Jenny noticed it also and she smiled at me.  I laughed 
just a little.

"Get use to it girl, all they want is to fuck you and when it's over you 
would think someone turned them off.  That's why girls can be so much fun.  
C'mon and let him rest.  Let me show you how girls can have fun.

We slipped out and left him in his room.  She led me to her room and I 
followed her, my eyes focused on her cute little bare ass as she unknowingly 
wiggled it as she walked.  When we got in her room we sat on the bed and the 
two of us kissed, picking up where we left off earlier.  

Mmmmmmm, I could taste Billy's cum in her mouth. She hadn't said anything 
about it so I figured she must have liked it. I gently pushed her onto her 
back and turned the opposite way.  I put my head between her legs and started 
to lick her little pussy.  God she tasted so sweet! I had never tasted a 
pussy this young before, the youngest being my cousin and she was seventeen 
at the time.  

As I licked her I moved my leg over her and got into a 69 position with her 
except my pussy was higher than it needed to be.  I lowered myself slowly 
down to her and I felt her hands on my ass, drawing me down to her.  She'd 
never licked a girl before let alone where the pussy was dropping in on her.  
She was up to the task though. I have always contended that girls are natural 
pussy lickers.  I mean, how can a guy have any idea how to lick a girl the 
way a girl know how?  I can understand why gays love their cocks being sucked 
by another guy since only guys know for sure how it feels to have their cock 
sucked.  

Anyway, Jenny proved my theory and was doing a great job of licking my clit 
and sucking on my pussy.  I couldn't believe it was her first time! It was 
only a few minutes later that I felt that surge in me, that twinge in my 
pussy as suddenly I felt like an electric shock was going through me.  I was 
so worked up from watching the two of them that I was ready not just to cum 
but to cum HARD.I could feel my cum draining from my pussy onto her face as 
she lapped it up as best should could.  She wasn't doing so bad herself as it 
wasn't long before she came as well.

I reversed myself and kissed her.  We both had the other's pussy cum on our 
faces and I think from the way she was licking my face that she enjoyed 
tasting herself as much as I did when I kissed her.  We hugged for the 
longest time and then just laid together in her bed holding each other.  She 
had her head on my breast an arm and leg over me, and I could feel her pussy 
rub against my hip as she subconsciously rubbed herself against me slowly.  I 
played with her hair and ran my hand over her back, reaching down to hold her 
cute little ass now and then.  We laid for over an hour that way, just 
enjoying being next to each other.

I looked over at her clock and saw it was almost midnight.  I told Jenny to 
get Billy so we could watch the celebration on TV.  The three of us gathered 
in the family room and sat on the couch together, one on each side of me.  We 
were still nude and we put a blanket over us as we cuddled together and 
watched Regis do the countdown at Times Square.   When the ball dropped we 
all kissed and hugged.  I told them it was time for them to get to bed but 
Bill protested. "Oh come on Kelly, let me fuck you one more time!"

Jenny just smiled and shook her head.  I figured she was probably a bit sore 
so there was no sense pushing her. "OK Billy, just once and quickly this 
time.  Jenny, do you want to watch?"

Jenny nodded her head and sat cross-legged in a big stuffed chair across from 
the couch.  Billy was ready to go, the horny little stud was fully erect once 
more.  He was sitting on the couch, cock pointed straight up in the air, 
looking at me with unabashed lust.

"Ok Billy, looks like you're ready to go!" I turned around to face Jenny, my 
ass facing Billy. "Let me show you another way to fuck a girl."

I backed up to him and had him scoot forward on the couch.  I held his dick 
between my legs and sat down on it.  I was already pretty wet with 
anticipation so he slid easily into me.  I just kept going until I was 
literally sitting on his lap, except that his cock was buried inside of me.  
Jenny watched it all as she rubbed herself with one hand.

"Mmmmmmm, see how easy that was Jenny once you get rid of that pesky hymen?"

I rocked on Billy's cock, changing pace at times, varying the stroke in and 
out of me.  I took his hands and put them on my boobs and he played with them 
while I fucked him. He was getting better but he still could only last a few 
minutes.   From his sudden movements and swelling in side of me I knew he was 
about to unload!

"Cum Billy!" I cried out, as much to Jenny as Billy. "See your brother 
fucking me Jenny?  Oh god I can feel him cumming in me! Oh god it feels so 
good!"

Billy must have replenished his stock fast because her gave me a pretty good 
size load of cum, enough to drain out of my pussy and down onto his balls.

"Come here Jenny.  See his cum dripping from me?" Jenny moved over and 
kneeled in front of me.  I still had her brother's cock in me. "Lick it off 
of him Jenny, taste his cum."

Jenny quickly licked it off and then she started on the base of his cock as 
it stuck out from my pussy.  Bill gasped at the touch as his cock was still 
throbbing from his orgasm.  Then she moved up to my pussy, licking my clit 
and licking his cock and my pussy together.  God it felt so wonderful! 

Looking down at her I was overwhelmed at the site of this little girl licking 
her brother and me as we fucked.  It was not something I will forget in a 
long time.  Before long I was ready to cum myself.

"Oh my god that is so good Jenny!" I sighed. "Get ready now, I'm cumming!"

Indeed I was! My pussy gushed in her face around his cock as I orgasmed.  My 
legs felt week but I was able to stay in place as waves of pleasure passed 
through me.  I don't think I could ever tire of cumming, it makes me feel 
like I was in another world for a few minutes.  I would do almost anything 
for it, even fuck a boy and his sister! I lifted Jenny up and kissed her.  
She tasted and smelled so strongly of me! I just looked at her and marveled 
once again at the change in her.  When I arrived she was a shy and innocent 
twelve year-old preteen.  Now she was a sexy little girl, nude and unashamed, 
smelling of pussy, still tasting of her brother's cum.

When we were done I had them get dressed and I did the same.  Before I out 
them to bed we had quite a discussion about sex.  I discussed birth control 
and warned them not to fuck without it in the future, not matter how much 
they wanted to.  I knew that Billy's dad was going to be sure he had condoms 
although he didn't know that Billy was going to be fucking his sister with 
them! We also discussed how important it was not to tell people what they did 
and how some people would get very upset if they found out.

They eventually went to bed and I fell asleep myself on the couch.  I heard 
their car coming in though and I was awake when the parents returned.  They 
were a bit loaded, well smashed would be the better word.  He offered to 
drive me home but I said I would walk.  It was only a few blocks and I felt 
safer walking than getting in the car with him driving in that condition.  I 
was sure the next time they needed a babysitter he would make up for missing 
out on this chance to fuck me.  Yeah, I know he said he wanted blowjobs but I 
wasn't going to settle for just that.

When I got home my parents had already gone to bed.  I took off my clothes 
and fell into bed.  I was now well into the new year and I lay there thinking 
of the past year.  It had been quite a year for me! 

I fell asleep wondering what lay ahead in 2005... 

THE END