It was quiet. Too quiet. Haley and Nicole were usually pretty loud when there was a sleepover, and until a little while ago, it had been noisy as usual. It had gotten quiet though, and that usually meant something was brewing. At 12 years old, I didn't expect too much trouble from either of them. Haley, my stepdaughter, was overall a sweet, hard working kid. Nicole was a bit of a trouble maker, but never while she was at our house. What I expected when I walked up the stairs to peak into Haley's room was to find them engrossed in some YouTube video, or intently texting someone they had a crush on. What I did not expect was to find both of them completely naked on the floor.

I suppose I walk rather stealthily. Not on purpose mind you, it's just that I'm not a 'heel walker'. As I took the last step at the top of the staircase, I could hear a muffled sound coming from Haley's room. Fully expecting to catch them doing something rather benign, I opened the door without knocking and poked my head in.

I was quite taken with the scene. Haley was lying on the floor, completely naked except for some very chipped purple nail polish. On the floor next to her was a bottle of baby oil, now about half empty. Her legs were spread quite wide, and with her crotch facing me, I could see that her little 12 year old ass was propped up on a couple of pillows from her bed. Her hairless pussy was a picture of prepubescent beauty, glistening with a combination of baby oil and her own juices. Her feet were high in the air, held up by her hands gripping tightly to the backs of her knees. Nichole was kneeling on the floor between Haley's legs with her back to the door. Just as naked as Haley, I could see every bit of her asshole staring back at me as I stood in the doorway. It was apparent, both from the glistening oil and the redness of their assholes, that there was some serious anal play happening.

Let me backtrack a little here. From an early age, I knew I was attracted to young girls. My sex drive had been insatiable throughout my life, and I even had some gay experiences as well, but my preference, given the choice, was thin girls between the ages of 10 and 13. Old enough to be curious about sex, their bodies, and orgasms, but young enough to have no public hair and little or no tits. Both Haley and Nicole fit the bill perfectly. Haley with her light brown hair is maybe 5 feet tall, Nicole about an inch or two taller. Neither of them could possibly be more than 85 pounds soaking wet.

Haley has a nice little bubble butt, with the cutest little dimple above each butt cheek, and ing the summer, a serious tan. Nicole has just the beginnings of a budding chest, of which Haley is quite jealous, and no matter how hard she tries, no tan at all. I hadn't thought about it until I saw her ass in the air, but Haley doesn't have a single tan line on her luscious little body. I can only assume that she's been sunbathing nude somewhere, most likely at the tanning salon.

At 40 years old, I had never had the opportunity to fuck anyone younger than 15, although that girl did do her best to look the part, shaving her pussy, wearing schoolgirl outfits for me, doing her hair just so. While I enjoyed fucking her, she was still to old to really fit my fantasy image. That was about to change.

At the moment I opened the door, Nicole spun her head around, her long dirty blond hair whipping around in a lovely arc as she did. In the same motion, she pulled her hand, all five fingers of it, from Haley's obscenely stretched asshole. The sudden withdrawal must have felt wonderful for Haley, who immediately arched her back, and let go a beautiful squirt of juice from her spasming pussy. One, then two, then three more squirts, each one a little less than the previous one, erupted from her pussy. Her asshole, gaping ever so slightly, was opening and closing with each spasm. I'm not sure if she had ever had an orgasm before, but judging by this one, she was surely to want to have more.

The look on Nicole's face was priceless. Her eyes were wide, mouth open, kneeling on the floor with her back to me and her head turned the way it was, the pose was as sexy as any adult magazine centerfold. The baby oil smeared liberally over her ass, dripping down to the bald slit of her pussy made it all the better. The only thing odd about the entire scene was that neither girl had anything for a chest. Both Haley and Nicole were as flat as a pancake, with Nicole perhaps having just a hint of growth.

Apparently, Haley was completely clueless about their new visitor. Without opening her eyes, she reached for Nicole's hand and pulled it back toward her waiting asshole.

"Keep going Nic," she said in a whispery breathy voice. Now, I've known Haley since she was about 2 years old, and I've never once heard the voice she was speaking with today. It was a desperate voice, a wanting voice, a horny voice. Nichole on the other hand, didn't move a muscle. She was still in shock about being caught in the act of fist fucking her best friend's oiled and gaping asshole.

I raised a single finger to my lips in the universal 'SHHH' sign, then motioned her to continue. After a few seconds processing this, she slowly turned her head, eyes still watching me, and brought her right hand to the waiting asshole in front of her. The palm of her left hand landed gently on Haley's pussy, right over her clit, pressed down and began to move in small circles.

Slowly, she began to push her fingers into Haley's ass. One finger at a time, she pushed them in until she was left with only her thumb exposed. She stayed this way for a minute or two, rotating, pushing, pulling, messaging, kneading Haley's accepting asshole while the other hand continued to make small circles over her clit.

As this continued, I took two steps into the room and closed the door behind me. It didn't take long for me to remove what I was wearing and pick up the bottle of baby oil lying on the floor. Haley's eyes were still closed as she lay on the floor moaning faintly, while Nicole worked diligently to give her another orgasm. Nicole's eyes on the other hand, were not closed. Not even a little. She was staring at me, at my very hard cock, now covered in baby oil. I was standing only a foot away from her, my cock mere inches from her face, bobbing up and down with my pulse. I stoked it slowly in front of Nicole's curious expression. I have no doubt that she had never before seen an adult man's cock, much less a rock hard one.

As Nicole continued to pump Haley's asshole full of her fist, I knelt down behind her. She was on her knees, her ass maybe a foot off the carpeted floor. I squirted a bit of oil in my hand and delicately reached under Nicole's ass to spread the oil on her crotch. With a sharp inhale and a quiet sigh, she closed her eyes.

As I rubbed the oil into her, I could feel intense heat coming from her pussy. She was literally dripping wet. Her asshole was almost gaping in anticipation. I've always been into anal play, both giving and receiving, and Nicole and Haley, at some point, perhaps just today, must have both realized that they liked the back door action as well. Nicole began grinding her ass into my hand as I rubbed.

Positioning myself a little lower, I qtucked my feet under my own ass, and moved forward slightly to bring my cock up against Nicole's asshole. Well lubricated, there was only a little resistance as I pushed into her. She didn't wince or pull away, she only groaned, repositioned her hand a bit, and pushed her fist completely into Haley's oiled ass.

As I pushed in deeper, so did she, until a bulge could be seen in Haley's previously tight, flat tummy. I was amazed. This sort of anal play was usually reserved to seasoned pros. Certainly not prepubescent, skinny 12 year olds who''ve never even had sex before. Maybe they weren't the virgins I had thought they were.

Placing my hands on Nicole's hips, I buried my cock into her hot asshole. Being around 6 and 1/2 inches at my hardest, I'm not particularly well endowed, but for a 12 year old girls' asshole, I must have felt huge. I certainly felt huge that day, and looking down as I penetrated her ass,I looked huge as well.

I could feel Nicole's second sphincter open up to accept me as I began to fuck her a little faster. Haley was doing her best impression of a lawn sprinkler as Nicole continuously fisted her ass and palmed her pussy and clit. Nicole began pulling her fist out completely on the 'out' stroke, to which Haley responded by moaning a bit louder as she squirted a little more with every stroke. She must have been in heaven.

Nicole seemed to be enjoying herself as well. She started to push back to meet my thrusts, and I could feel her whole body shudder every time she did. I reached around to her pussy and was turned on even more when I felt how smooth and hairless she was. I wasted little time finding and messaging her clit, every few strokes sliding my fingers down to message her from the inside.

While I was expecting to find her hymen intact, I wasn't surprised to find nothing there but wet, pulsing, prepubescent pussy. Her outer lips are swollen, but still small and immature. Her inner lips were very small and did not protrude at all. Undoubtedly, she would have a young looking pussy well into adulthood.

So there I was, kneeling on the floor in my 12 year old stepdaughter's bedroom, fucking her BFF in the ass, one hand on a hairless wet pussy, the other on a flat chest, watching her fist my stepdaughter's ass as she lay spread eagle, feet high in the air. Oh it was quite a sight.

It should be noted that I've spent years and years practicing my edging technique while masturbating, and have built up quite a bit of stamina in the process. Having said that, I was barely holding on, I was getting desperate to pump this little anal fuck slut full of cum, but I was waiting for her to cum first. I didn't want to disappoint the girl on her first experience with a real cock.

Almost as if she was answering my prayers, I felt her sphincter muscle spasm once, then her whole body shook. I thrust two more times, this time without holding back. As the pressure built deep inside me, I pulled Nicole's hips toward me one last time, then the waves of pleasure began. She was still cumming as I began to pump my cum into her waiting asshole.

Jets of cum erupted from my rock hard cock deep inside this little girl. Wave after wave erupted and I pumped as deep as I could. I was so overwhelmed by the pleasure that I completely forgot about Haley, who still had Nicole's fist deep in her ass. I guess that Nicole forgot also, because she stopped fist fucking Haley when she started to cum, and Haley, noticing the pause, opened her eyes for the first time.

It was more than a few seconds before Nicole and I opened our eyes to see Haley lying there, staring at us. During the entire event, she had no idea that I was there, let alone that I was there pumping her best friend's asshole full of my hot cum. So there we were, just staring at each other, noone saying anything for a solid minute. As my cock began to soften, Nicole's ass slowly pushed it out of her, and as I leaned back, I was treated to a nice view of my cum leaking from her now gaping ass.