Age 13

I was thirteen years old the first time I saw a man naked.  My crack whore
of a mother came home one night and I could see she needed a fix bad.  She was shivering and scratching at her arms hard enough to draw blood.

   She came over and sat next to me on the sofa and gave me a smile.  I
called that smile the I-want-something smile.

   "Honey, I need you to do something for me," she said.

   "What?" I asked, knowing it was going to be something I wouldn't want to
do.

   "You know Mommy's friend Paulie?"

   "Yes," I said not even trying to hide the disgust in my voice.  Paulie
was my mother's dealer and he was as sick as they got.  A year ago my
mother didn't have enough money for a fix so Paulie had made a trade with
her.  He'd give her a freebie if she'd take some pictures of me for him.

   My mother, being the self-centered bitch she was, agreed and came home
and convinced me to go along with her.  I'd had to dress up in revealing
outfits and lingerie Paulie had sent home with her the first time.  Then
he'd promised my mother more freebies if she could get me to pose naked.

   I'd told her no and had to go through a week of being screamed at, cried
on, begged, and ignored until I finally gave in to just make her shut up.
It had been gross being naked like that and having to pose for my mother.

   But, at the same time, I'd never felt so good.  I hated to admit it but
there were times when I'd been enjoying myself and completely let go and
forgotten it was my mother taking the pictures of me.

   Now she wanted more and I was both afraid and anxious to know what her
favor was.

   "Well," she said, "Paulie wants and extra special favor.  If you help me
with this favor, Paulie's going to take very good care of both of us."

   "Will you just tell me what he wants?" I asked her, knowing it was going
to be bad from the way she was dragging it out.

   "Paulie wants me to bring you over to his place.  He wants to see you in
person," she said.

   My heart began to race.  I knew how much of me he was going to want to
see in person too.

   I shook my head and said, "No way, Mom.  I'm not doing it."

   "Baby, please," she begged.  "He said he'll take care of us real good if
you do this."

   "Right," I snapped.  "He'll give you some free drugs while he checks out
your naked daughter.  Great deal, Mom."

   "He said he'd pay you.  He said he'd give the money to you and I wasn't
allowed to touch it or he'd cut me off," she said.

   That made me stop for a second.  He was going to give me the money and
not her.  With the way my mom went through drugs we never had money but this could change that.  He'd pay me and I could go out and get some new clothes instead of stuff I got at the second hand store.  Maybe I could
actually get some real makeup and stuff.

   I looked at my mother and thought.  Depending on how much it was, maybe I'd have enough to run away for a couple of days.  I had a few friends who were old enough to get hotel rooms.  One of them could check me in and I could pretend I was free for a few days.  It wasn't like my mother would notice!

   "How much is he going to pay?" I asked.

   "Five hundred dollars," she said.

   I felt my jaw drop.  Five hundred bucks?  Hell, with that kind of money,
I might be able to run away for a lot longer than a few days.

   I thought about it for a minute and asked, "He's just going to look,
right?  He's not going to touch."

   "That's right," she agreed.  "He just wants to see you in person."

   She'd answered too fast.  That meant she might be lying.  Would I let
him touch me if he wanted to?  If I did it meant five hundred bucks and a
possible escape from my mother.

   I sighed and said, "Alright, I'll do it."

   I'd feel dirty.  I'd be a whore but, if it meant getting away from my
mother, it was worth it.



   *****



   While my mother called Paulie, I took a quick shower and got dressed. 
I'd thought about putting on a sweater and some sweatpants to try to not
look sexy but I knew that wasn't what Paulie wanted.

   I had a blue and white sundress that was just a little too small on me.
The bottom barely came down to mid-thigh and showed off my legs.  I thought my legs were my best asset.  I swam a lot and they had just the right amount of muscle and definition to me.

   The fabric was tight across my chest and you could see a lot of my
cleavage.  Well, as much cleavage as my B cup breasts had to offer.

   I thought about pulling my hair back into a ponytail but Mom had told me
Paulie liked it framing my face.  He said the brown of my hair set off the
blue of my eyes.  Considering the pictures he had of me, I was surprised he
knew I had eyes at all.

   I snuck into my mom's room while she was on the phone and used a little
of her makeup to hide a couple of blemishes and pimples on my face.  I
hurried and didn't do the best job but I thought it would be good enough.

   When I was as ready as I thought I could be, I went into the front room.

   "I'm ready," I said.

   My mother was scratching at her arms badly now.  She hadn't been this
bad in a while.  I wondered if Paulie had been holding out on her to get
her to agree to this.

   Nah.  She'd probably just been too broke to pay.  It was more likely
she'd suggested this idea to Paulie to get her free fix.

   We went out and got in the car.  The ride over to Paulie's was a
nightmare for me.  Between my nervousness about what was going to happen and my mother driving like a bat out of hell to get over to Paulie's place, I thought my heart was going to hammer its way right out of my chest.

   Somehow we made it alive and I followed her up to Paulie's apartment. 
This was the first time I'd ever been over here and I was surprised at how
nice of a place it was.  I was expecting some craphole that was falling
apart.  Instead I found a nicely maintained lawn and trees all over the
complex.

   Mom knocked on the door and Paulie let us in.  I felt his eyes slide
over me as I walked in and crossed my arms over my breasts to try and hide
from him.

   "Hi, Lizzi," he said.  "It's been a while since I've seen you.  You're
turning into a beautiful young woman."

   "Thank you," I said.

   "Have a seat," he said.

   He walked over to a leather recliner and dropped into it while my mother
and I took a seat on his sofa.  My mom's twitching was now almost out of
control and her eyes were locked on the small baggies of white powder on
the table.

   "Karen, why don't you take a couple of those into the bedroom and make
yourself presentable," Paulie said.  "I want to talk to Lizzi for a
second."

   My mother just nodded, grabbed two baggies and practically ran out of
the room, leaving her thirteen year old daughter alone with her drug
dealer.

   I sat with my arms still crossed over my chest and my legs tucked under
me.  Now that we were here, I felt dirty wearing the little sundress I'd
picked out.

   "Lizzi, honey, why don't you get a little more comfortable," he said. 
"Sit back, relax a little, I'm not going to hurt you."

   I gulped and unfolded my legs.  I uncrossed my arms and leaned back a
little on the sofa.  His eyes rover all over me and he gave a soft whistle.
"You are gorgeous, girl.  Do you know that?"

   I smiled a little and said, "Thank you."

   He grinned at me and said, "And polite too!  Polite, pretty and I bet
smart too.  You don't take after your mother at all, do you?"

   I laughed and clapped my hands over my mouth.  I should have felt mad
for him being mean to my mother but he was just telling it how it was.

   "Did your mom tell you about our little deal for tonight?" He asked.

   I nodded and said, "She said, if I came over, she'd get some freebies
and I'd get five hundred dollars."

   "She tell you that she's not allowed to touch that money?  It's yours
alone and, if I find out she took any from you, I'll cut her stupid ass
off."

   I nodded again, this time too nervous to speak.  How far was he going to
take this?  I was scared and, to my surprise, a little turned on by the
situation.  I mean, Paulie's not a bad looking guy.  His black hair was a
little greasy but his body filled out his clothes pretty good.  He had a
soft looking lips and pretty blue eyes.

   He stood up and offered me his hand.  "Let's go see your mom."

   I took his hand, which was surprisingly soft, and let him pull me to my
feet.  He led me into his bedroom where my mother was laying on his bed, a
look of satisfaction on her face.

   "Move," he said to her.

   My mother slid off of the bed and stood up.  Her shakes had already
stopped so I could tell she was feeling pretty good already.

   Paulie sat on the bed and looked at us.  His eyes lingered on my far
longer than they did my mother.

   "Karen, take off your shirt and let me see your tits," he said.

   I watched out of the corner of my eye as my mother pulled off her top
and dropped it to the floor.  She unclasped her bra and slid it off,
dropping it on top of her shirt.  She stood, her chest thrust out as
Paulie.

   He checked her out for a couple of seconds before turning to me and
saying, "Lizzi, I want you to take off your dress and bra, please?"

   I hesitated for a second, not because of what he'd asked me to do, I'd
been expecting that but it was the way he'd said it.  He'd ordered my mom
and he'd politely asked me.  Something about that made me feel like he
respected me more than her.  That was something I could enjoy.

   I slid the straps of my dress off of my shoulders and let it fall to my
feet.  My hands were shaking as I reached back to undo my bra.  I had to
remind myself that he'd already seen everything I had to offer before I
called down enough for my fingers to stop fumbling and actually unclasp the
bra.

   I dropped it to the floor and stood before him, my arms at my sides,
showing him my budding breasts.

   His eyes roved over my breasts and I watched as his hand slid over his
crotch.  He rubbed at the lump in his jeans as he stared at my body.

   "You sure she's your real mom?" He asked me.  "You are just too fine to
be her daughter."

   "Too smart too," I said.

   Paulie laughed and looked over at my mother.  She was off on her trip
and just stood there grinning like an idiot.

   "You got that right, girl!" Paulie said.  "Plus, your body is so much
better than hers.  Look at those saggy, tits of hers.  If the bitch worked
out a little she might actually look good but she's too busy putting shit
up her nose."

   I looked over at my mother.  She was only 36 but she looked like she
could be in her fifties.  All the drug use had worn her body down and now,
breasts that had once been perky hung down, the nipples pointing at the
ground.

   I looked down at my breasts.  My puffy little nipples pointed straight
out and there wasn't the slightest sag to them at all.

   I looked up and saw Paulie watching me while he rubbed himself.  His
eyes on me, he stood up and unbuttoned his pants.

   I let out a gasp and took a step back.

   He paused for a second, watching me, and asked, "Have you ever seen a
man's cock before, Lizzi?"

   I shook my head, fear, desire, arousal, and curiosity all fighting it
out inside of me.

   He grinned at me and unzipped his jeans.  He slid them down and I could
see the hard bulge of his cock behind his boxers.  He hooked his thumbs
under his underwear and slid them down.

   I stared at his hard cock as it stood out in front of him.  He was a
good seven inches long and an inch thick.  He wrapped his hand around the
shaft of his cock and stroked it while he looked at me.

   "Do you like what you see, Lizzi?" He asked.  "Cause you can tell I like
what I see."

   I just stood staring at him, not sure what to say or if I could even
speak.

   He sat on the edge of the bed, his legs spread, and said, "Karen, come
here."

   My mother, the stupid smile still plastered to her face, knelt in front
of him, her face inches away from his cock.

   He let go of his cock and leaned back on his elbows.  My mother reached
up and took his hard cock in her hands.  She stroked it up and down a
couple of times before leaning forward and taking it into her mouth.

   I stood there, shocked and unable to move or look away, as my mother
went down on Paulie.  I watched her head bob up and down as she took more and more of his cock into her mouth.  She slid his cock out of her mouth and licked her way down to the base and back to the head.

   I managed to pull my eyes away only to meet Paulie's eyes.  The whole
time my mother had been sucking him, he'd been watching me.

   "You're going to have to earn that five hundred, you know that don't
you, Lizzi?" He asked.

   I bit my lip.  Now that the moment was here I didn't know if I could
actually do whatever it was he wanted me to do.  I knew he could see my
hesitation and that, if I didn't do what he wanted, he might just take what
he wanted without giving me the money.  He could do that.  If I went to the
cops I knew my mother would back him and not me.  Not a chance would she go against her dealer.

   I closed my eyes and took a deep breath.  I had to do this.  It was too
much money and too good of a chance to get away from her.

   I opened my eyes and met his.  I gave a small nod that brought a huge
grin to his face.  He pushed my mother back and waved me over.

   Slowly, each step more frightening than the next, I walked over and
knelt down in front of him.  I looked up at him, not sure what to do.

   He saw the look on my face and said, "It's okay, Lizzi.  You do what I
want you to do and I'll take care of you."

   I gave a fake, little smile and nodded to him.

   "I want you to grab my cock," he said.

   I gulped and slowly reached up.  I wrapped my hand around his cock,
surprised at how hard and hot it was.  He gave a low groan and his cock
jumped in my hand causing me to let it go and jerk back.

   He grinned at me and said, "It's okay, honey.  That felt real good."

   I reached back up and took his cock in my hand.  It jerked again but I
held onto it this time.

   "Stroke it," he said.

   I slid my hand up and down his cock, feeling him shiver as my hand
brushed the head of his cock.  I stroked all the way to the base of his
shaft and back again.  I looked up and saw him, his eyes wide, watching me
touch him.

   "Baby, that feels so good.  Keep doing it just like that," he said. 
"Karen, get behind your daughter and put your arms around her."

   I froze for a second, both when he said it and when I felt my mother's
arms warp around me.  I could feel the heat of her skin against my back. 
Her hard nipples rubbed against me with each breath she took.

   I tried my best to ignore her and watch Paulie.  He got my full
attention when I watched a drop of precum drip from the tip of his cock. 
It dripped down onto my exposed thigh and was colder than I'd expected.

   "You've never seen precum before, have you , baby?" He asked.

   I just shook my head and watched another, smaller, drop dribble out of
his cock.

   "Taste it," he said.

   I leaned forward and licked my lips.  It was going to be gross, I just
knew it.  I poked my tongue out and licked the drip of precum off of the
tip of his cock.  Paulie let out a loud moan and his cock jerked in my
hand.

   I was surprised.  His precum didn't have any taste at all.  At least I
had that for a relief.

   "Lick it again," he said.

   I licked the tip of his cock.  He moaned again and I decided to lick my
way around the head of his cock.  His breathing became louder as my tongue slid over the head of his cock.

   His moaning and heavy breathing set something off inside of me.  I could
feel my heart beating like butterfly's wings and I could feel my panties
getting wet listening to him.  There was something erotic about the sounds
he was making and it was making me burn with desire.

   "Karen, I want you to rub your daughter's tits," he said.

   I looked up at him in disgust as I felt my mother's hand roaming up my
stomach and onto my breasts.  I let go of his cock and pushed her hands
away.  I was going to stand when his voice stopped me.

   "You stop now and I won't pay you, Lizzi," he said.  "You've gotta see
this though."

   I glared at him.  He was sick.  I could clearly see that.  Between the
pictures of me and the things he was making us do, he was disgusting to me.
But he was also a means to an end.  Through him I could get away from my
mother and wasn't that what mattered the most?

   I knelt down in front of him and began stroking his cock again.  I felt
my mother's hand on me again and it was all I could do to stay there.  She
rubbed and squeezed my breasts.  Her fingers pinched my nipples and a
feeling like lightning ran through me.  I let out a moan and gripped
Paulie's cock hard.  He moaned at my touch and the feeling of desire
started to sweep me away again.

   "Suck my cock, Lizzi," he said.  "I want to be in your mouth."

   I opened my mouth and slid the head of his cock into me.  I slowly
bobbed my head up and down on him, like I'd seen my mother do.  His moans became on long, continuous groan as he lay there with his cock in my mouth.

   My mother pinched my sensitive nipples again, making me moan along with Paulie.  I gripped his cock hard as the pleasure ripped through me.  I
pulled my mouth off of his cock and moaned loudly.  I pressed my body back
against my mother's and shivered under her touch.

   I felt her lips touch my shoulder.  She kissed along my shoulder and
onto my neck.  I felt her nibble at the base of my neck and I cried out. 
I'd never felt anything like this in my life.  I knew it was my mother
doing it but, right then, I didn't care.  All I cared about was the feeling
not stopping.

   I managed to open my eyes and see Paulie watching us.  He had the
hungriest look I'd ever seen on a person.  I could only imagine my face had
to have the same look on it.

   I stroked his cock while he watched my mother kiss my neck and rub my
hard nipple.

   "Karen," he said.  "Make your daughter feel good."

   I felt her fingers let go of my nipple and trail their way down my
stomach.  I knew what was coming and I couldn't and wouldn't stop it.  At
this point, I wasn't sure which I wanted more, the pleasure or the money.

   My mother's fingers slid under my panties and she rubbed the wetness
between my legs.  I let out a long moan as her finger touched my swollen
clit.  She rubbed it softly, moving in little circles around it.  I gasped
and shiver with every touch of her finger.

   I stared into Paulie's eyes, breathing harder and harder as my mother
rubbed my clit faster.  With every touch, I squeezed his cock, making him
moan in time with me.

   My mother's finger slid between the lips of my wet pussy and I cried out
again.  She poked just the tip in and out of my wet pussy.  She pushed hard
and I yelped in pain as she pushed deeper.  The pain lasted just a few
moments before the pleasure swept me away.

   Her finger slid deep into me and I began to buck in rhythm with her
finger.  I stroked Paulie along with our rhythm and watched his face while
he watched us.  The sight of his raw desire turned me on even more.

   My mother's finger slid in out and faster and, with her other hand, she
pinched my nipple hard.  I screamed as an explosion of pleasure radiated up
from my pussy.  I rode the wave of ecstasy and when it crested, I collapsed
back against my mother.

   "Keep stroking," Paulie said, his voice very rough.

   I did as he said and felt his cock throb under my hand.  He cried out
and came.  His cock pulsed and the first load of his cum shot out and
splattered against my cheek.  I was too surprised to do anything but keep
stroking.

   The next loads shot out a little slower and splashed against my neck and
chest.  As his orgasm began to ease, his cum dribbled out and dripped from
my hand down onto the floor.

   Paulie let out a long groan and collapsed back on the bad.  I let go of
his cock and leaned back against my mother's warm body.

   After a moment he sat up and looked at me.  I had my hand held out in
front of me, my fingers covered in his cum, not sure what to do.

   "Lick it off your fingers, baby," he said.

   I looked from him to my hand.  His cum looked like snot and it was
disgusting but I knew I had to do it.  I licked a drop off of my thumb and
was surprised.  It was warm and salty but it wasn't bad, just like his
precum.

   As he watched, I licked my fingers clean of his cum, my eyes on his the
whole time.  His cock twitched a couple of times and I was sure he was
enjoying the show.

   "Karen, your little girl's dirty.  I want you to clean her up with your
tongue," he said.

   My mother scooted around from behind me and pushed me back so I was
lying on the floor.  I lay there, staring up at the ceiling, as she licked
Paulie's cum off of my stomach.  Now that the pleasure had passed I didn't
know how long I could take this.  At least when she's been touching me I
could just imagine it was someone else's hand on me.

   "Lizzi, you need to enjoy this even if you don't.  You're almost done
and about to get paid," Paulie said.

   I glared at him for a second before I lay back and tried to pretend it
was someone other than my mother licking their way up my stomach.  When her tongue flicked against my nipple, the pleasure shot through me again and I found it a lot easier to enjoy myself.

   Her mouth opened and she sucked my hard nipple into her mouth.  I
groaned and grabbed her hair and pressed her against me.  She sucked one
nipple clean and then the other.  She licked and kissed my neck, cleaning
every drop of Paulie's cum off of me.

   She licked the last of the cum off of my cheek.  Her tongue licked at my
lips and I looked up at Paulie.  He nodded and said, "You know what I
want."

   I hid the glare and did what he wanted.  I pressed my lips to my
mother's.  Our mouths parted and I felt her tongue against mine.  I kissed
her back, my tongue sliding over hers, tasting her, hating myself and
loving how I felt all at the same time.

   I broke the kiss and looked up at Paulie.

   He grinned and said, "Okay, Karen, that's enough.  Why don't you take a
shower so Lizzi and I can talk?"

   My mother kissed me once on the lips and once on the forehead before
getting up and walking into Paulie's bathroom, leaving me alone with him.

   He sat on the bed watching me.  Now that the heat of the moment was
past, I felt very small and weak under his gaze.  I crossed my arms over my
naked breasts and tried to meet his gaze.

   He laughed and said, "We're done, Lizzi.  If you're feeling
uncomfortable you can put your clothes back on."

   He didn't have to tell me twice.  I quickly pulled my bra and sundress
on and then stood there, trying not to stare at his naked body.  I could
feel my heart start to race every time I glanced at his cock.

   He patted the bed next to him and said, "Come here and sit down."

   I did as he asked and tried really hard not to notice how naked and how
near he was to me.

   You do understand this is just business, right?" He asked.  "I wanted
something and so did you.  We both got what we wanted, right?"

   "I guess so," I said, not sure what he wanted me to say.

   Good girl," he said, reaching over and running his fingers through my
hair.

   I froze.  He was going to hold out for more.  I was sure of it.

   Again, I was wrong.  He stood up and walked over to his dresser.  He
pulled out a small lock box held closed with a combination lock.  He undid
the lock and pulled out a wad of cash.  I felt my eyes go wide as the size
of the roll of hundred dollar bills he pulled out.  He peeled off five, put
the rest back and locked the box.  He dropped the box back into the dresser
and came over to me.

   He held the bills out and I reached out to take them but he didn't let
go.

   "Do not let your mother talk you out of any of this," he said.  "It's
yours and you're to use it however you want.  Understand?"

   I nodded but he still didn't let go of the money.

   "When you run out come see me," he said, with a grin.  "We might be able
to work out another deal."

   With that, he let go of the money and it was all mine.  All I'd done was
give up my dignity to get it.  I sat there, feeling dirty while he went
into the bathroom.

   A moment later, my mother came out into the room.  She quickly got
dressed and said, "Time to go home, honey."

   I glared at the back of her head as I followed her out and down to our
car.  Halfway home she opened her stupid mouth and said, "See?  That wasn't so bad, now was it?"

   I didn't answer.  I just stared out the window as she drove.  Sure I
felt dirty but I had five hundred bucks and that was going to get me free
of her and that's all that mattered.
   

The morning after my mother had taken me to her drug dealer's and I'd
degraded myself for money, I ran away.

   I didn't run far.  I had my eighteen year old friend, Alisha, check into
a hotel room for me with some of the money Paulie had paid me.

   Within a week of living on my own, my teachers started to mention how
good I was doing in class now.  I even felt better being away from my junky
mother.  The months, and money, passed far too quickly.

   By the end of the fourth month, I was almost out of money and I knew I'd
have to go home soon.  My grades began to suffer as the depression set in.

   In the back of my mind, I started to think about calling Paulie.  He'd
made it clear that if I wanted more money I could see him and we could work something out.  I just didn't know if I could go through that again.

   In the weeks after I left my mother's house I'd been sick almost every
night thinking about what I'd done for the five hundred dollars.  Looking
back, I just wasn't sure if it had been worth it.

   A couple of days before I had to check out of the room newest Alisha had
gotten for me, I was sitting in class trying to figure out what to do.  It
was Friday and, unless I did something drastic, this would be my last
weekend of freedom.

   "Ms.  Carol.  Earth to Ms.  Carol, are you in there?" My Social Studies
teacher, Mr.  Stevens asked.

   I shook my head and tried to push my worries aside and remember what
he'd said.

   "I'm sorry, Mr.  Stevens," I said.  "I missed that, could you say it
again?"

   "I already have twice and I think that's once more than necessary," he
said, frowning at me.  "Looks like you get to stay after class and reread
what we've been going over.  Maybe that'll help you pay attention next
time."

   He turned to talk some more and I tuned him out.  I was already in
trouble with him, it's not like I could get in more trouble.  My personal
life was more important right now that school anyway.

   When the final bell rang everyone, except me, got up and headed out.  I
stayed and reread the chapter on the Civil War we'd been going over.  It
took me longer than normal since my mind kept wandering to my own problems.
When I finally finished the chapter, I stood up and walked to the front of
the class.

   "Okay, Mr.  Stevens," I said.  "I reread it."

   He looked up at me and watched me for a moment.  "Lizzi, is everything
alright at home?"

   His question caught me off guard and I stammered, "Umm... Yeah, it's
okay.  I guess."

   "The reason I'm asking is because you've really been slipping in class
the last week or so.  Before that you were doing so good and you seemed so
happy.  Now you're barely paying attention and, when you come in, you look
like you're carrying the weight of the world on your shoulders.  If
something's wrong you can tell me," he said.

   I looked away from him, my stupid eyes tearing up.  Why couldn't someone have asked me these things sooner?  Why couldn't my mother treat me like this?

   Seeing my tears, he came around his desk and said, "Lizzi, it's okay. 
Here, sit down and tell me what's going on."

   He led me over to a desk and I sat down.  He sat next to me and took my
hand in his.  The simple act of kindness unleashed the tears completely.  I
bawled like a baby.  He leaned closer and put his arms around me and held
me while I cried.

   When the tears had dried up, he got up and brought me a Kleenex from his desk.  I wiped my eyes and nose and sat there looking at the floor.

   "Lizzi, talk to me," he said.  "Something is obviously wrong and I want
to help you."

   I barked a bitter laugh and said, "I need a do over on my life.  That's
what will help me."

   "I can't do that but I can see what I can do if you tell me what's going
on," he said.

   "I can't," I said.  "If I tell you I'll get in trouble."

   "No you won't," he said.  "I promise."

   I laughed my bitter little laugh again.  "You have no idea what's going
on so you can't mean that.  If I told you what was going on in my life
you'd have a heart attack."

   He thought about that for a moment before he asked, "What if I promise
you that anything you say will be between us?  I won't say anything to
anyone."

   I met his eyes and felt tears sting my eyes again.  I could see the
kindness in his soft, brown eyes.  I could see how much he wanted to make
everything better and it was like a knife in my heart.  I wanted to tell
someone, anyone, what I'd been through.  I realized just how badly I needed someone to talk to.

   "You promise?" I asked, wondering if I was out of my mind.

   "I swear to you, Lizzi.  Anything you tell me is between us and only
us," he said.

   I bit my lip and, slowly at first, started telling him things.  I told
him about my mother's drug addiction.  I told him about her dealer wanting
pictures of me, clothed and then naked.

   I could see the anger fighting with the compassion in his eyes. 
Something about that, seeing someone mad for me, made me tell him the rest.

   I told him about the night my mother took us to her dealer's apartment.
I told him about Paulie making me take off my dress and stroke him.  I
hesitated and then went ahead and told him about how I'd felt when my
mother had been touching me and the desire I'd felt looking at Paulie while
I touched him.

   By the end of my tale, my voice was a whisper as I told him about being
on my own for the last few months.  When I was finally done, night had
fallen and we had to be the last people at the school.

   He stood up and paced the front of the class for a moment before looking
at me.  "Lizzi... Jesus, the things you've been through and the fact that
you're still here is amazing.  There are adults who would have crumbled
under the weight everything you've done and been through.  You are such a
strong woman."

   I started to cry again and he came over and held me through this batch
of tears.  This must have been what it was like to have a real parent.  It
was one of the best feelings I'd ever experienced.

   When my crying jag was over, he pulled back and asked me," Are you
hungry?"

   I laughed and said, "I'm starved!"

   "Let's go get something to eat," he said.

   I hesitated and asked, "Won't that look weird?  You taking a student out
to dinner?"

   He shrugged and said, "We'll drive out to Wilmington and you can pretend
to be my daughter.  That should be safe enough, right?"

   I nodded because I couldn't trust my voice right then.  We'd be going
out and pretending he was my dad.  For just one night, I'd get to feel what
it was like to have a parent that loved me.

   We left the school and headed out to dinner.  It took a half hour to get
to Wilmington and, by the time we got there, my stomach was letting its
displeasure at being empty know loudly.

   We walked in together and up to the host's station.

   "Just you and your daughter?" The host asked.

   "Yes," Mr.  Stevens said, giving me a little smile.  I grinned back at
him and we got our table.  We talked about school and stuff that he'd done
in his life through dinner and I could not remember ever having such a good
time.

   When we left the restaurant I could feel some of the dread about what I
was going to have to do start to settle in again.  I was quiet the rest of
the way back to town, only speaking when Mr.  Stevens asked for directions
to where I was staying.

   When we pulled up at the hotel, he gave it a look of distaste and said,
"Lizzi, this place isn't safe for a girl your age."

   I shrugged and said, "It's all I've got and, trust me, it's better than
my mother's place."

   I thanked him for dinner and for listening to my life's story.  I got
out of the car and went into my room.  I locked both the knob lock and the
deadbolt.  I moved the heavy chair over and put it under the knob for extra
security.

   My first week alone someone had tried to get into my room in the middle
of the night and it had scared the hell out of me.  Since then I'd made
sure to block the door as much as possible just to be extra safe.  It had
come in handy more than once.

   I turned on the TV and lay down on the bed, trying to turn off my brain
and thoughts of going home.

   About a half hour later someone knocked on my door.  I ignored it the
first time, hoping they had the wrong room and would go away.  When they
banged louder the second time I knew it was someone looking for me.  Had
Mr. Stevens broken his promise and gone to the police?

   I walked over to the door and peeked out the peephole.  Mr.  Stevens
stood there, getting ready to knock again.

   "Just a second," I said.

   I moved the chair and unlocked the door for him.  He came into my room
and said, "Get your stuff, you're coming with me."

   "No," I said, plating my feet and crossing my arms.  "I'm not going
home, Mr.  Stevens.  I told you that."

   "I'm not taking you home," he said.  "I'm taking you back to my place.
There is no way in hell I'm living you alone in this place."

   I stared at him, my jaw hanging open.  He was taking me away from this.
How many times had I prayed and dreamed of someone saying that?  Now he'd said it and I didn't know what to do.

   "Lizzi, let's go," he said.

   I was like a whirlwind tearing through the room.  I jammed my clothes
into my bags and got all of my makeup and stuff crammed into another bag.
He carried all of it out and put it into his trunk and we were off.

   His place was a two story house with a grandmother's quarters just
outside of town.  The grandmother's quarters had a small front room and
kitchen.  The bedroom wasn't all that big and would barely hold a dresser
and a bed.  The bathroom only had room for the toilet and a stand up
shower.

   It was heaven.

   I looked at Mr.  Stevens and he said, "I don't have a bed for it so
would my sleeping pad and sleeping bag be okay?"

   I laughed and ran over to him.  I threw my arms around his neck and told
him it was perfect.  He hugged me back and we stood that way a little
longer than we should have but I loved it.  I loved the way his arms felt
around me.  He made me feel safe for the first time in my life.

   He went down and brought up his sleeping bag.  We got me as situated as
we could before he said, "Lizzi, we need to talk."

   I looked at him, an ice cold spike of worry running down my spine.

   "Nobody can know about this," he said.  "If they did I could get fired.
Or worse.  And, if I have company, you have to stay really quiet and not
let them know you're here."

   "I can do that," I said.

   "This isn't a permanent thing either.  We're going to have to figure out
what we're going to do with you and soon," he said.

   "I know," I said.

   "Okay, well, get some rest and enjoy your place," he said with a grin.
"If you need anything I'm downstairs."

   "Mr.  Stevens," I said, grabbing his hand and stopping him, "thank you.
This means so much to me"

   He gave me another hug that ended far too soon and said, "Good Night,
Lizzi."

   "Good night, Mr.  Stevens," I said.

   He paused and said, "When we're not at school you can call me Alan."

   I grinned and said, "Okay, Alan."

   He left and I settled into my new place.

   *****

   The next two weeks passed in a blur.  Alan dropped me off away from
school and I walked the rest of the way to make sure nobody saw us.  We had dinner together every night and talked.  I think that was my favorite part, just having someone to talk to that listened to me.

   A storm blew through during the second week and we found a couple of
leaks in my roof and he promised to call the landlord or fix it himself
but, with school nearly out for summer, he was swamped and didn't get to it
in time.

   The next storm that came in was bad.  I was asleep and work to hear the
roof of my little place coming off.  Water poured down into my room and all
over me.  I threw off the sleeping bag and ran out into the front room.

   A bolt of lightning lit up the night and I could clearly see the sky
through the hole above the small living room.  I was worried the whole damn place was going to fly apart so I ran out into the storm and ran for the
back door of Alan's.

   Freezing rain soaked me as I ran barefoot across the back yard.  As I
got to the sliding glass door, I saw Alan yanking it open and yelling for
me to get in there.

   I ran inside and stood dripping in his kitchen.  A huge bolt of
lightning lit up the world around us and the thunder that accompanied it
rattled the house.

   "Lizzi, are you alright?" He asked.

   I nodded my head and said, "The roof came off my place."

   "I heard it," he said.  "Stay here and let me get you some towels."

   Another crash came from outside and I wondered if it was one of the
trees in the back yard.  Alan look at the glass door I was standing by and
said, "Better yet, let's get away from the glass."

   I followed him into the house.  He ran to the linen closet and pulled
out a couple of the big, fluffy towels he liked.  He brought them over and
stopped, looking at me funny.

   I looked down to see what was wrong and felt my skin burn.

   I like to sleep in big, white t-shirts and my shirt was soaked and
completely see thru.  I could clearly see my hard nipples under the fabric
and I knew Alan could too.

   "You better dry off," Alan mumbled and turned away to go get some cadles in case the power went out.

   I dried off as best I could and thought about the way he'd looked at me.
For the past few weeks I'd seen him looking at me like a man would look at
his daughter.  I had to admit I'd loved those little looks.  It made me
feel like I had a real family.

   This look though, this one had been a hungry look, similar to the way
Paulie had look at me.  Only, with Alan's look, there was a caring quality
to his desire unlike Paulie's raw need.  I'd liked the way Alan had looked
at me and found myself wanting him t o look at me that way again.

   I pulled my wet t-shirt and panties off and dried myself right there in
his front room.  I did it, knowing full well he could come into the room at
any time and see me that way.  I dried myself off slowly and, when I was
done, I wrapped a towel around myself and turned to look for him.

   I walked through the house and found him in his bedroom putting out a
candle.  Had he seen me or had he been in here the whole time?  Part of me
felt a little disappointed thinking he'd been in here the whole time.

   He heard me walk up and turned to face me.  I caught his eyes quickly
running up and down my body and I felt another tingle of desire inside me.

   "I better get you something better than a towel to sleep in," he said.

   He went to his dresser and pulled out one of his t-shirts for me.  He
handed it to me and said, "Go ahead and change, I'll make sure we have
matches by all of the candles in case the power goes out."

   He left the room quickly and I felt the disappointment again.  A growing
part of me wanted him to stay and see me the way I wanted him to see me.

   I changed into the shirt and, again, went to find him.  He was in the
front room, looking out at the storm.

   "It looks pretty bad out there," he said.  "If this keeps up we may get
tomorrow off."

   "You say that likes it's a bad thing," I said with a laugh.

   He smiled and came away from the window.  He stood in front of me and I
could feel his discomfort radiating off of him in waves.

   "I'm just glad you're okay," he said, looking anywhere but at me.  "When
I saw the roof come off, I was so scared that you were going to be hurt."

   "Even if I had have been, you were here for me," I said.  "You don't
know how much that means to me."

   I stepped forward and wrapped my arms around him.  I felt his body tense
for a second before it relaxed into the hug.  I held him, feeling the heat
of his body and the beating of his heart.

   I leaned back and looked up into his eyes.  I could see how much he
cared for me in those brown eyes of his.  I leaned forward and touched my
lips to his.  I pressed my lips harder against his and then opened my
mouth. My tongue touched his lips for a moment before his lips parted and I
felt his tongue against mine.  The kiss was electrifying and I never wanted
it to end.

   But it did when Alan broke the kiss and stepped away from me.

   "Lizzi, we can't," he said.

   "Why not?" I asked, stepping closer to him.

   "Because you're 13 and I'm 42," he said, grabbing my shoulders to stop
me from getting closer.

   I shrugged his hands off of me and pressed close to him.  I threw my
arms around him and pressed my lips to his again.  I pressed my body
against his as I kissed him and felt something poke me.

   I broke the kiss and looked down.  His erection had tented out his
pajama bottom and was what had poked against me.  He saw where I was
looking and, his face burning with a deep blush, he turned away from me and tried to adjust himself.

   I wrapped my arms around him from behind and held onto him.  I could
feel his body shaking and knew his desire from me was close to overcoming
his need to stop me.  I held my hand against his stomach and then began to
move it down.  I slid it lower until I had my hand pressed against his hard
cock.

   I heard him let out a small moan as my hand wrapped around the hard
shaft of his cock.  I stroked him through his pajama bottoms and felt
myself becoming turned on by each moan of pleasure that escaped his lips.

   I slid my hand up and pulled his pajama bottoms open.  I slid my hand
under the fabric and touched the bare flesh of his cock.  His whole body
jerked under my touch as I began to stroke him.

   I ground my body against his as I slid my hand up and down his hard
cock, my own need starting to take over.

   He grabbed my hand and pulled it out of his pants.  I felt the
beginnings of disappointment when he turned, pulled me into his arms and
kissed me.  His mouth opened and our tongues danced against each other.

   He put his hands under my arms and picked me up.  I wrapped my legs
around his waist and let him carry me into the bedroom.

   He laid me on the bed and crawled into bed next to me.  He pulled me
close and kissed me again.  His kissed down my jaw and onto my neck.  I
grabbed his hair and moaned as he nibbled his way along my neck.

   He rolled on top of me and I spread my legs to let him lay between them.
I felt the hardness of his cock press against my pussy.  I ground myself
against him, feeling his cock pressing hard against my pussy.

   He rubbed himself against me and I shivered as little pulses of pleasure
ran through my body.

   He rolled off of my and off of the bed.  He pulled his shirt off and
then pulled his pajamas down.  I stared at his naked, hard cock.  He wasn't
as big or as thick as Paulie but I wanted his cock in a way I'd never
wanted Paulie's.

   He pulled open his night stand and took out a condom.  I stared at it,
my eyes wide.  It was really about to happen.

   He saw y look and asked, "This is your first time, isn't it?"

   "Yes," I whispered.

   "If you want to stop, we can," he said.

   I shook my head vehemently.  "No, I told you, I want to do this."

   "I'll go slow and be gentle," he promised.

   "I know you will," I said, giving him a small smile.

   While he put on the condom, I took off my shirt and tossed it off of the
bed.  His eyes slid across my body.  They slid up my toned legs.  They
lingered at the small, wet patch of hair covering my pussy.  They trailed
up my flat stomach and onto my small breasts.

   When his eyes met mine, he said only one word and it was the best word
I'd ever heard.

   "Beautiful."

   He lay on the bed next to me and kissed me again.  It was softer this
time.  I could still feel the desire but this was something more.  This
kiss had love behind it.

   He put his hand on my stomach and slowly slid it up to my breast.  He
cupped my breast in his hand and rubbed it.  I could feel my hard nipples
rubbing against his palm and it felt like all of the lightning outside was
now inside my body.

   He kissed his way down my neck and onto my breast.  His tongue drew lazy circles around my nipple, slowly circling in to flick against my hard
nipple.  I cried out at his touch and needed more.

   He slid his fingers between my legs and pressed his finger against my
clit.  He rubbed his finger up and down my clit, making me shiver all over.
His finger trailed down and pressed slowly into my pussy.  He worked his
finger in, deeper with each slow thrust while his lips kissed my nipple.

   When his finger was completely inside of me he began to slide it in and
out, going a little faster with each thrust.  I bucked my hips and gasped
with each thrust of his finger into me.

   "Alan, please," I called out.  "I need you."

   He lifted his face and gave me a small smile.  He leaned forward and
gave me a soft kiss on the lips.  He slid his finger out of me and
positioned himself between my legs.  Taking his cock into his hands he
pressed the head of it against my wet pussy.

   He pushed the tip of his cock slowly into me, gently pushing it deeper
with each thrust.  When the head of his cock finally entered me, I had to
bite my lip to keep from screaming.  It hurt more that I'd expected.

   Alan pushed his cock deeper into me and, after a little while, the pain
started to fade and the pleasure began to mount.  With one deep thrust, he
pushed his cock all the way into my pussy.

   My teacher, my father figure, my lover, he was every bit the man of my
dreams.

   I wrapped my legs around his waist as he began to thrust a little harder
and faster into me.  He leaned down and kissed me as he made love to me. 
Little moans escaped our lips as his hard cock thrust deep into my wet
pussy.

   He went faster, shoving his cock into my a little rougher with each
thrust.  I cried out as he pushed deep inside me.

   "Tell me what you want," he whispered to me.

   "Hard," I gasped as I wrapped my arms around his neck.

   He rammed his cock inside me and I cried out again.  This was what I
wanted.  This was what I needed.

   He pulled my arms off of him and pinned them to the bed as he thrust
faster and harder into me.  Being held down, completely at his mercy, set
something off inside me.  I screamed as my pussy squeezed against his cock
and every nerve in my body burned with pleasure.

   I felt his cock throb and heard him call out my name as he came inside
me.  His cock made my whole body shiver with each pulse as he came.  When the last of his orgasm left him, he slid his cock out of me and collapsed onto the bed next to me.

   He gave me a soft smile that I returned with a huge grin.  I wasn't a
virgin any more.  I'd made love to a man, a real man, and it had been
glorious.

   I saw him look down between his legs and frown.  I looked and saw his
condom had some blood on it.  My blood.  It wasn't too bad but it was
enough for him to ask, "I didn't hurt you did I?"

   "A little," I admitted.  "But it always hurts a girl the first time.  I
hear it hurts less with practice."

   He looked at me and an evil little grin pulled up his lips.

   "Practice, huh?  I might be able to help a little in that area," he
said.

   I grinned and said, "I wouldn't have it any other way."

   We kissed for a little while and then he held me as I drifted off into a
wonderful, exhausted sleep.