I had been unemployed for a while, the college degree mostly useless. Finally, I decided to contact the local school and at least try to earn some part-time money. As it turned out, there was a need for "subs" and especially males who could fill in. For a while, I was working two to three weeks straight.

I was enjoying the attentions and flirtations from the girls. I was amazed by how young females seemed to learn just what to do to sexually torment a man. Several days, I went home to masturbate to explosive orgasms while remembering how Suzy would spread her legs giving me peeks at her cotton panties, or how Connie would bend over while talking to me at the desk and purposely show me her developing breasts. And these girls were in junior high!

On one particular day, I was in a sixth grade class. Having grown up in this town, and graduated from this school, I knew most of the kids, and their parents. Such is life in a small town. I was really surprised when one of the girls I had known most of her life decided to tease me in a new way.

While helping one of the students at my desk, Jenny came up and stood to my left, slightly behind me. My arms were resting on the desk, with my elbow hanging off the edge. Since my attention was focused on the student and explaining the math problem to her, I didn't even notice what Jenny was doing for a minute or so.

She was rubbing her crotch openly against my elbow! This little minx was masturbating herself in front of the class. Since she took me by surprise, I waited before moving my elbow. I finished with the math problem, then turned to Jenny,, who gave me a little grin, then stopped her movements. I asked if I could help her.

"Um, can I go to the restroom, please?" she quietly asked, still grinning.

"Yes, you may, Jenny," I answered, handing her the hall pass. I watched as she picked up her purse and walked out. She was wearing a t-shirt that showed her budding breasts nicely, a denim skirt that showed all of her bare thighs even better, and white sneakers with ankle socks. Her dark hair was in a ponytail and when she smiled, her braces sparkled. A perfect pedo's dream.

The other students hadn't been paying attention (thankfully) to what was going on. When she returned a few minutes later, she replaced the hall pass and took her seat. As she slid into her desk, I watched. She had removed her panties and was now flashing her bare pussy!

I looked up at the clock and saw it was almost time for class to be over. I quickly formulated a plan and decided (against my better judgment) that I would give this little tease a lesson she wouldn't soon forget.

At five minutes before the bell, I gave the students their assignments, and told Jenny to see me about her work before she left. She sat at her desk, swinging her legs and answered "yes sir" appropriately.

The bell rang and all the students filed out for lunch. Jenny exaggerated her movements to leave her desk, her bare legs squeaking as they slid across the bare wood. Of course, I got an unobstructed view of her plump mound as she did. Her braces were sparkling as she knew she had my attention.

"Jenny, "I began as she walked up to my desk.

"Yes sir?"

"Jenny, I was wondering if you would be interested in helping me after school. Since I'm covering for a couple of weeks for your regular teacher, I need to grade some papers and other stuff. I'll call your mom to get her permission if you would help me."

Her face brightened as I went over my idea. Obviously, she thought she would be in trouble for her actions. She was, she just didn't know it yet. "Sure, Mr. Anderson, I'd be happy to help. The only thing is, I would miss my bus. My sister has scouts today and her leader will take her home. Mom picks her up from there on her way home, but maybe she could pick me up too, or you could take me home." All her words in a rush as only a girl of 11 can do.

"I'll call your mom. I'm sure I can give you a ride home. Check with me before last period and I'll tell you what she says."

More smiles and flashing braces, and she was out the door. I went over the consequences of my intended actions and decided: "fuck it," I was going to do it anyway.

A phone call to her mom (another friend I had known for years) and it was set. I explained everything, and promised to have Jenny home by 7. That would give me almost three hours after school to play as I knew I couldn't leave the campus until 3:30. I even told the principal her mom had called and asked me to watch her for a while after school and tutor her in math. Living in a small town has its advantages!

I gave Jenny the news, and she was waiting for me as soon as the last bell of the day rang. I told her I had decided we needed to go to my apartment because I had left some of the papers there. She never hesitated, but quickly agreed. Adjusting her backpack, she followed me to my car.

I had wondered if she would replace her panties. As I held the door for her to get into my car, I saw that she hadn't. Sliding into her seat, she gave me view that was even better in the sunlight. I knew then, that whatever I wanted from this girl, I would have and as soon as we were safely behind the doors of my apartment.

Arriving at my place, she waited until I opened the door for her. I hadn't mentioned her exhibitions and she was probably wondering why. As soon as I had closed the door, I took her by the arm and led her to my living room. "Jenny, we need to talk."

She looked at me, a little fearful.

"First of all, I want to know what you were thinking, taking off your panties and exposing yourself like that."

"So you were looking!" she said with a mischievous grin.

"That's not the point," I answered as I pulled her down onto the sofa next to me. I looked directly into her eyes, purposely not looking at the open space between her thighs, her pussy even more visible as she sat back on my sofa, with her skirt riding up.

"The point is, that you shouldn't be doing that at your age. I know some women who still won't do that. Do you have any idea what you're doing, any idea what kind of trouble you could get into by doing that? And by trouble, I don't mean like going to the principle, I mean like if you flashed the wrong guy and he decided to take you up on what he thought was an offer of sex." There, I had said it, and tried to be stern while I did.

She was silent for a moment before she answered. "Tracy (another girl in her class) dared me to do it since I was wearing a skirt today. I've never done it before now, I'm really sorry. Please don't tell my mom. She would kill me!"

"I'm going to ask you some questions, and I want the truth. Ok?" A nod. She wasn't looking at me now.

"You said you haven't done that before. Has Tracy?"

"I'm not supposed to say. But if you promise not to tell, I will."

"I promise," I told her.

"She, um, she did it with a friend of her brother. I mean, really did IT. Now she thinks she's all that 'cuz she had sex and stuff, and makes fun of us 'cuz we haven't. That's why she dared me today. She knows we've known each other for a long time, and she says I've got a crush on you and you would prolly like it and I should really do it and see what happens, and I did and oh,,,,," she buried her face in her hands.

I suddenly felt sorry for her, and guilty for what I had been thinking of doing. It didn't change my mind, I just felt guilty! That didn't last long.

"Jenny, look at me," I said softly. I took her face in one hand and put my other on a bare thigh, giving it an affectionate squeeze. "Yes sir?" she whispered as she looked up.

"She went all the way?" A nod in response.

"Let's don't talk about Tracy right now. Let's talk about you." I gave her thigh another squeeze, this one a little longer. She looked up.

"The way I see it, we have a couple of different options here. Option 1: we can agree to forget about it." She looked hopeful. I continued. "Option 2: I can punish you for what you did. As an adult, and your teacher, it's my job to make sure you are taught how to properly behave."

"Punish me? How?" she asked as she looked from my face to my hand and back.

"We'll talk about that in a minute. Option 3: you get a lesson to show what happens when you tease."

I let it all sink in, my hand still on her thigh. "Personally, I think maybe a combination of the last two would be best."

Now she looked confused, but her legs were opening more. I knew I had her. I stood up and extended my hand. She took it and stood, her legs parting again. Nothing else was said as we walked down the short hallway to my bedroom.

Being a bachelor, the bed wasn't made unless I knew I was having company. This morning, I hadn't planned on it. She looked at my bed and took a deep breath, but still remained quiet.

"Jenny, lean over the bed."

Her lips quivered as she did as instructed. She was probably scared, wondering what she had gotten herself into by giving in to the taunts of a girl who could have made up the entire story. I had that opinion of Tracy from what I knew of her.

As she lay over, of course her skirt rode up. I had crossed the line and I knew it, so I was determined to finish what I had started. Flipping her skirt over her back, those sexy little round hips were exposed now. She gasped as the cool air hit her bare skin, but didn't say anything, or try to move.

I ran a hand over that smooth skin, then gave her a firm SMACK. She yelped, but didn't try to move away. SMACK! SMACK! SMACK! I gave her a total of ten smacks. Her little ass was a bright red, and my palm was sore. She was crying softly into the rumpled sheets.

"Jenny, will you do that again?" I asked her sternly. She shook her head and whispered "no" between sobs. She was truly sorry, but the lessons weren't over yet.

I left her laying there with instructions not to move, and walked into the bathroom. Retrieving a bottle of lotion left there by an old girlfriend, I returned to the bedroom. Squirting some on my hand, I applied it to her still red bottom.

She jumped with the contact of the cool lotion, but relaxed as the soothing moisture took away the sting. I sat beside her on the bed, and used both hands to massage the globes of her ass. Naturally, I worked into the valley between, and across her rose. As my finger brushed it, she gasped, then relaxed again. Her legs spread for my fingers, and those fingers brushed across the plump pussy mound I had seen so many times already that day.

With the first contact of my fingers on her mound, she shuddered, but didn't pull away. I stood and lifted her from the bed, turning her around to face me. I used a towel I had brought with me to rid my hands of the extra lotion.

"Jenny, that was the punishment. Are you ready for the lesson?" A nod, but she wouldn't look at me.

"If you are, I want you to undress: completely. Then, I want you to undress me." She looked up at me, chewing on her bottom lip, the braces adding to her sexiness.

Her hands moved to grasp the bottom of her shirt and pull it over her head. The training bra was next, falling to the floor. She never took her eyes off mine. The skirt was unbuttoned and dropped. All that remained were her shoes (which she kicked off), then her socks. I told her to leave them for now.

She reached for the buttons on my shirt and began to open it. I had kept in pretty fair shape, but had a little extra around the waist. It evidently didn't bother her. I let the shirt fall to the floor as she worked on my belt. A deep breath from my nude friend, and my pants were being pushed to the floor, along with my briefs. I had kicked out of my shoes when I had gone to the bathroom, so she slid the pants and briefs off my legs, watching my erection that was probably the first adult cock she had ever seen.

"Are you, um, is that, um, I don't think that will fit." Her eyes still locked on it. No, I'm not large, but to a girl her size and age, I was probably porn star size. At only 6" (but thick), I thought I did ok. After all, it's not the size that counts, right? "It will fit, Jenny," I told her as I softly brushed my fingertips across her face. She looked up at me, then back down at my cock, which was leaking pre-cum. I ran my fingers down her soft, bare skin and across her nipples. They were erect in the cool air, and stood out from her budding breasts. The training bra was mostly to cover her nipples, I guessed.

"Put your hand on it. Get to know it. You will learn how to make me happy, and how to make it squirt it's juice. You will taste it, be filled with it, and learn to love it. Understand?"

Reaching her small hand to touch the erect flesh, she nodded. Her fingers were warm and soft as they wrapped around my shaft. As I tugged on her nipples, she moaned and grasped my cock. I placed my hand around hers and showed her how to jack my shaft. She was a quick learner.

Slowly, her hand moved up and down, her face a mask of concentration as she watched the skin slide back and forth. I pushed her shoulders and she didn't resist, dropping to her knees. She looked up at me, her soft eyes large and questioning.

"Do, you, um, want me to, um,,,,,"as she was leaning forward to take it in her mouth.

"Yes, Jenny, I do. I'm guessing you haven't done this before, so I'll explain it to you. Just try to get as much as possible into your mouth. Pretend it's a popsicle and you don't want it to touch your teeth. If you start to gag, pull back, then swallow when the tip touches your throat. My balls are in the sack underneath. Be very gentle with them. They are sensitive, and they produce all the cum you are gonna get today."

She listened, while she was working on getting the head in her mouth. For her first time (I found out later it was), she was doing a pretty good job. She gagged a couple of times, but did as I suggested, and pulled back, then went deep once more. Before I was ready to cum, she managed to get most of my cock into her mouth.

I warned her of what was about to happen, and she responded by gulping once more, taking my cock all the way in. When I felt the tip hit her throat, I unloaded, pulling back slightly so she could taste it as I drained my balls into her willing mouth.

As I finished and pulled back, her lips made a smacking sound as she released her first cock, the cum leaving a trail from my cock to her lips. She licked the residue and smiled up at me. "Did I do ok?" and she sat with her hands on her thighs as if she was waiting on my next instructions.

I offered her my hand, which she took, and raised her up. "You did great, Jenny. Now, lay back on the bed and spread your legs."

She did as I instructed, and I got a close-up view of her nude, pre-teen body. Her breasts all but disappeared as she lay down. Her hands moved to cover her sex, but she moved them to her side, chewing her lip as she waited.

Spreading her legs with my hands, I stepped between them. Leaning over, I kissed her softly on the lips, tasting some of my cum still there as my tongue pushed past her braces covered teeth and into her mouth. She responded tentatively, but soon her tongue was dancing with mine. My hands explored her small body, caressing those breasts mounds, before moving down to cup her hips in my large hands.

Jenny moaned into my mouth, her arms wrapping around my neck and her legs moving around my waist. My flaccid cock was brushing against her bare mound and growing to full strength once more. Before I took her virginity, I wanted to taste all of her.

Pulling back from the her mouth, I moved my kisses farther down, her smooth neck, her collar bones, her throat, the tops of her breasts. She gasped as my lips found her left nipple and sucked it across my teeth. Taking the entire breast into my mouth, my hands still massaging her ass, I sucked her tit while my tongue worked around the nipple. Releasing the left one, I moved to the right and repeated it. Her legs were moving up and down my back, her sock-covered feet soft across my ass.

She was holding my head against her breasts, but again I moved down. Soft kisses all over her stomach, her firm, flat tummy. My tongue found her belly button (an "inny") before moving farther down. She watched, her hands still on my head, as I kissed just above her mound, then off to the side. I heard a sharp intake of her breath as I purposely didn't kiss her mound.

Jenny spread her legs even wider as I kissed along the inside of her smooth thighs. She was quivering and arching her hips upward again, quietly begging for me to touch her. When I at last covered her mound with my mouth, she came-HARD!

My tongue dove inside her slit and into her tunnel, lapping her juices as she bucked her hips in orgasmic bliss. I wasn't finished with little Jenny. My hands went under her bottom once more and cupped two glorious cheeks, massaging them as I worked over her pussy. I wouldn't let up. She was gasping as my mouth lapped, licked, and sucked her from clit to hole. I knew she was wet enough, and she realized it was time as I stood, my erection pointed at the prize. Holding her calves now, I kissed each knee as I brought her legs up to my shoulders.

"Jenny, this is it. Are you ready?" I asked her softly.

Biting her lip, she nodded and gripped my sheets with both hands.

"Relax, sweetie," I told her as the tip of my cock spread her pussy lips. The first cock to ever touch her virgin pussy, and it was mine. I watched her face as the tip stretched the thin membrane that was all that remained of her innocence. Pulling back once, I plunged through the barrier, eliciting a yelp from her.

I stopped long enough for Jenny to calm down a little, then pushed more of my cock in. As I said earlier, I'm not big, but to her small body, it was pretty large. It took several tries, and several minutes before I had even half of it inside her. She was relaxing more now and allowing me to slide easier.

She started to smile, pulling me against her with her legs. I knew she played soccer and it was evident as I felt her muscles tense against me. I caressed her thighs as I flexed my hips to move back and forth. Another fraction of my cock slid inside her, and she gasped with the latest intrusion.

"Did it all fit, is it all in yet?" she asked softly.

"Not yet, it's kinda big for you. If I push any more inside, it may hurt."

"I don't care. I like it. It feels good, give it all to me," as she pulled on my body with her legs.

As much as I wanted to shove deeper all at once, and let my balls slap against that perfect little ass, I also knew I didn't want to really hurt her. I had crossed the line, and knew if she decided she didn't like this at any point, my worries about a career would be short-lived.

Another fraction, pull back, then another fraction, pull back, then I was completely inside her. I held still and let her adjust. "That's it, Jenny. It's all the way inside now."

She looked down, craning her neck as she did so. She saw my pubic hair mashed against her bald cunny lips, then looked up at me and smiled, her braces sparkling.

"Wow! I didn't think it would. So this is doin' "it" huh?" she giggled, reverting back to the 6th grader inside.

I slowly began to pump in and out, watching her expression change to one of pure pleasure. Her eyes closed, and her hands moved to her small breasts, pulling and kneading the soft flesh as I built to a second orgasm.

Jenny was close to another orgasm as well. When I felt my second load near it's escaping point, I started moving faster. Jenny's breathing increased as her next orgasm neared its peak. I didn't think about whether she could get pregnant, I just knew I wanted to explode inside her.

As she peaked, her vaginal muscles gripped my cock and I was done for. I held deep inside her body, my cock pulsing with each stream of cum for my young lover. Moans, grunts and screams filled my bedroom as we climaxed.

Once finished, the realization of my actions hit me full on. I was balls deep in an eleven year old 6th grade student. She had sucked my cock, swallowed my cum, and now had a pussy full of that sperm. Granted, she had achieved her own orgasms, many of them!

I glanced over at the clock on my night stand, and saw it was 6. We had to get cleaned up so I could take her home. Pulling out with a "squish," I dropped her legs and leaned over to give her one more kiss. As I stood up afterwards, she looked up and grinned.

"I don't know if Tracy did it or not, but we sure did!" she said with a giggle.

"Yes, sweetie, we sure did. Now, let's get you cleaned up so I can take you home," I told her as I stood and offered her my hand. I knew her mom, Shelly, and had considered asking her out a couple of times. It might be a little strange now, considering I had just taken her daughter's virginity. Oh well, let's get cleaned up and we'll see what happens.

End of part 1

To be continued?