What is it about playing in a swimming pool that makes people become so uninhibited? Regardless of age, people become much more free once their semi-naked bodies plunge into a swimming pool. We all know this. For a guy, if there is a pretty girl or happily married woman we want to get our hands on, catch her in the swimming pool and you can do just that. Paddling around, it is perfectly normal to have your leg come up between hers to feel her thighs, even press into her crotch, and she will not blink an eye, just keep playing away and laughing regardless of what is going on under the water. Get into, say, a water volleyball game and you can feel up anyone to your heart's content. Do women realize they are being felt up? I do not know. Do women in turn consciously feel up men? Again, I do not know. I do know that at least for guys, we are all perfectly aware of the advantages of getting into the water with a pretty girl.

A pretty little girl may cower behind her mother on the street, but in the pool, particularly if she sees you talking with her mother first, she is simply much easier to get to know and to play with. As long as you are having fun playing in the water, your hands under the water can pretty much feel anything you care to on their cute little bodies while above water, they laugh and carry on as if under the water did not exist. My experiences with little girls and swimming pools began when my nieces and I would go to the public pool in our town. I learned then that most little girls will let you do about anything you want under the water, as long as they feel safe, and my wicked little nieces certainly learned to drive grown men crazy in the water. More than once, some wife would get out of her sun lounger to walk over and instruct her husband, who had one of my nieces legs wrapped around him, to get out of the pool at once.


It was the late 1980s when I moved away from my wife of 20 years to begin enjoying the fruits of unfettered pursuit of the true loves of my life, little girls. The family apartment complex I moved into provided a number of opportunities for me to rejoin life with little girls. It was a very nice complex, not luxury by any means, but perfect for me, near enough for my soon-to-be ex-wife to call if she needed me and I could be there in minutes, and mostly occupied by fairly young parents of beautiful little children. There were, as I recall, about 100 units in the complex, with a small swimming pool perfectly located on the perimeter with a privacy fence to shield it from any lecherous peaking eyes from nearby windows.

Very few fathers ever took their kids to the pool; it seemed always to be the mother's job. In the apartment complex, most mothers were young working mothers who enjoyed the pool after work and on Saturdays, lying in the sun to work on their tan as their kids played in the pool. If a little girl caught my eye, I could watch to see who her mother was, move into position to strike up a neighborly conversation, get her to introduce me to her daughter, and then offer to play with the girl in the pool. Most mothers were delighted for me to make sure their kid did not drown while they lay back in their deck chair, dozing and luxuriating in the sun. Once in the water with the little girl, it was rarely difficult to get her playfully hot. As I have said over and over, little girls love to play sex whenever they can feel safe and relaxed doing so, and how much safer can it be than having their mother right there? You can do anything you want with their little bodies under the water, and they get as excited as can be to feel your hard cock bumping against them under there. I never worried about a girl telling her mother because even a four-year old is smart enough to know that if she did, she would not get to do it again next time.


One pretty, late spring morning I was cutting across the apartment complex heading for my car, around 10 o'clock, and as I opened the gate to cut through the pool area to the back parking lot where I had parked, I saw a girl about twelve years old playing by herself in the pool. As we saw one another, I could not help noticing one of those got-caught looks quickly pass over her face. I stopped to say good morning and ask, with a confused look on my face, "There is no school today?"

She smiled and with a definite guilty look, answered, "I have a doctor's appointment after lunch, so mom said I could just stay home today 'cuz it's easier to pick me up here than at school."

"Oh," I said. Then with a bit of a conspiratorial smile and chuckle, I added, "But you're supposed to stay in the apartment with the door locked, aren't you?"

"Well...yeah," she admitted sheepishly. Then giving me one of those smiles that pretty little girls her age use to get what they want, she added coquettishly, "But it's such a pretty day and I love to swim," looking up intently to see if I could sympathize and approve of her action.

I laughed. "Don't worry, I won't tell on you." I looked around thoughtfully and added, "Not much fun swimming alone. I've got some time, so if you want, I can go back for a swim suit and swim with you. Would you like that?"

Her eyes brightened with relief as she blurted out, "Would you? Oh, that would be so great!"

I returned in my swim suit and sat down on the edge of the pool, legs dangling in the water. "My name's Jim," I said, inviting her to answer.

"Hi Jim, my name's Betsy," she said, paddling over to me. Looking at her, Betsy seemed a very appropriate name. She had a bubbly personality with a really cute little round face, a pert nose and full lips, framed by short, thick dark hair. She was not tall for her age, around four and a half feet, and weighed a very healthy looking 80 or so pounds, not overweight by any means, but not thin, either, with pretty, clear light skin that had begun to tan and would no doubt be dark bronze by summer. Through the water, I could see that her swim suit was two-pieced, white top over black bottoms, not a bikini but more like what today we call a sports bra, with white ruffles across the bodice and a rounded neck leading up to the shoulder straps and the bottom was full briefs up to her bellybutton, with high cut leg openings. Her hips were beginning to develop, I could see, and from looking at her top, her breasts were as well.

We swam around the pool a little, getting acquainted as we did. She was in the 5th grade, had recently turned twelve, and her mother was a single working mom, an 8 to 5 secretary, with a fairly new boyfriend she liked pretty well. They had recently moved from a smaller town, so this was Betsy's first year in her school, which she seemed to like well enough. Betsy sounded and looked like an ideal fit for me. We bonded easily as she warmed to me; she had a lively sense of humor with a cute, quick laugh, and in little time she was comfortable and relaxed, chatting away about school, girlfriends, boys, whatever. The more I got to know Betsy, the more I wanted in those tight little black briefs under the water.

After I felt we had bonded sufficiently, I began to work on her by asking if she knew how to float. This got her used to having my hands on her body. From there we went to her diving off my shoulders and similar games. I could sense that at first she was not used to a man handling her body, not shy but a little sensitive as to where I put my hands. Like many girls her age, she was especially protective of her budding breasts. I did not mind any of that, it just made her all the more appealing, and as we continued our play, she became more and more comfortable with my handling her cute little body.

After an hour or so, she was totally comfortable with my hands on her, our legs intertwining with thighs rubbing together under the water. We were getting a little tired as we swam side by side over to catch the ledge in the deep end of the pool. Laughing playfully, I said, "You're a lot of fun, Betsy," wrapping an arm around her waist to pull her against me so that her legs straddled mine, her crotch resting on my thigh.

"I am having so much fun, Jim," she said, laughing and letting her arms drape around my neck so she did not have to hold the ledge. "I haven't had this much fun since we got here."

"Is that right?" I asked. "As cute as you are, I'd think you'd have boys all over you all the time," I laughed, gently rocking her crotch more and more into my thigh under the water and feeling her thighs pull tighter together on my thigh to keep from slipping down.

"Ugh, boys," she said, rolling her eyes. Laughing, she added, "Boys are s-o-o-o boring."

I laughed heartedly, as she intended me to do, letting my hand slide down to her ass to encircle a butt cheek, my fingers giving it a gentle squeeze. "That's okay," I said. "I like playing with you and," I added with a conspiratorial grin leaning into her as I gave her butt cheek a good squeeze, pulling her crotch strongly into my thigh, "I'm not boring."

She laughed gaily at that, showing no hesitation with what was going on under water. She knew what I was doing, and she knew we were starting play sex, but in the pool in the apartment complex, she felt comfortable enough to go forward with it. Wrapping her arms tighter around my neck, she gave me her little girl seductive look and said, "That's right, real men are much more fun than boys." Then she giggled hysterically at her own brazenness, dropping her chin and blushing prettily.

"You're fucked," I thought, looking at her. "Come on up here where I can stand," I said, pulling her with me as I moved toward the shallower end. "That's better, now I have my feet on the bottom."

"Well I can't reach," she laughed. "You're taller than me!"

Laughing, I said, "That's okay, just hold on to me," wrapping my arm around her and reaching down to pull her leg around my waist. I smiled as she wrapped her other leg around, clasping her ankles behind me and squeezing her knees gently into my waist to hold herself up. Now I was standing in the pool with her arms and legs around me, my hands free to have their way with her little body. Perfect. She looked at me expectantly with a sexy smile on her face. I could see a hint of excitement in her eyes and could feel it in her body.

"Like this?" she asked, confirming I wanted her legs around me, something I knew she already knew I did.

I laughed. "Yeah," I said, "I like feeling your pretty legs around me," and with my hands on her thighs, I pulled her into me until her crotch was touching my stomach.

She giggled. "Do you really think my legs are pretty?" she asked in her best seductive little girl voice. "I think they're too short," she pouted, reaching down to run her hand along her thigh.

"I think they are perfect," I said, running my hands up the inside of her thighs and back down the outside. I smiled at her. "Such a pretty face, Betsy," I said, "give me a kiss, will you?"

Her smile beamed as she puckered her lips and gave me her little girl kiss on the lips. "Oh, that felt sweet, love," I said. "Now can I kiss you?"

"Sure," she said, her eyes bright with excitement.

"Good," I said, putting my hands on her face to tilt her head slightly and pull her lips firmly into mine. My lips were slightly parted and by moving my jaw back and forth, she gradually loosened her mouth to improve the kiss.

"Oh wow, you're good at that," I said. "Do you like to big girl kiss?"

She giggled. "I never have," she admitted.

"But you know what it is, right?" I asked. "You want to try with me? You're old enough to French kiss, right?" knowing that by her age she would know what that was.

This time she blushed as she giggled. She said, "Okay, I'll try."

"Okay then," I said. "We're going to kiss just like last time, but this time I'm going to put the tip of my tongue between your teeth, okay? Then I'll just leave it there, and when you get okay with it, you touch your tongue to mine, okay?"

"Okay," she agreed, giggling. Now she beamed with anticipation. In a few seconds, her tongue was ever so slightly pushing against mine, and as I moved mine against hers on into her mouth, it took no time for her tongue to become more and more aggressive. As it did, I let my hands slide down her body to her cute little butt to squeeze and massage, letting my palms and fingers explore around and under her butt cheeks, each time passing more and more firmly against her crotch. I could feel her legs tighten to pull me closer as she became more comfortable, warming to our kissing.

Breaking the kiss, I looked at her in amazement. "Wow, Betsy, you are really, really good at that!" I said, my eyes boring into hers.

"Really?" she asked, her face beaming with pride. She added, with a little blush in her cheeks, "Do you really mean that?"

"I am serious," I said. "When I close my eyes, it feels like I'm kissing a very passionate grown lady." She giggled, dipping her chin and blushing a little more. "I'm serious!" I added. "Okay, this time let's close our eyes and kiss as sexy as we can, okay? Try to make me think you're one of those hot, sexy girls on 90210, okay? And you imagine I am one of those sexy guys on the show that turn you on, okay? Think we can do that?"

She giggled excitedly at the thought. "I love that show!" Betsy said. Thinking about it, she added, "Okay, okay, I'm gonna imagine you are Jason and you imagine I am Brenda, okay?"

"Sure," I answered, laughing. "Jason's the older guy, right?"

"Yeah, but he is s-o-o-o sexy," she giggled, blushing again.

"Wow, he really turns you on, huh?" I laughed. "Okay, well Brenda really turns me on, too. Okay then, let's close our eyes and imagine we're those two people, and we're all alone and we're really, really hot for each other and we're really going to get it on, okay?"

Now Betsy was almost bouncing with excitement. "Okay," she said, closing her eyes tight. "Let's imagine it's nighttime and we're on the beach all by ourselves in our bathing suits and we're really, really turned on, okay?"

"Okay," I said, "I'm closing my eyes now. Let's do it, okay?" Her eyes remained squeezed shut as I watched her face begin to flush with excitement as I drew her lips closer to meet mine. As we touched, her tongue was waiting and her arms pulled my neck closer as we began. I pulled her tighter into me and felt her tongue begin to thrust hard as her arms locked tighter and tighter around my neck, her crossed feet behind me pulling me tighter into her as my hands worked her butt and thighs in an undeniably sexual way. I could feel her body temperature rising. I focused my hands under her ass, rubbing and squeezing my fingers into her butt cheeks while my fingertips pressed firmer and firmer up into her crotch, finding and stroking her little slit. My fingers were making her hotter as she squirmed and pulled into me, so I let my palm settle on her crotch and began stroking up into her slit with firm finger pressure, and as I did, I felt her body catch fire from the sensation of my finger.

As I slid my hand inside the back of her black swim suit bottom to caress the bare skin of her little ass, I felt a brief flinch and hesitated to see if she would go with it; after a moment I could feel her relax as she accepted what I was doing and she let her passion go up with the experience of my hand on her bare ass. Inside her head, I knew her imagination was hard at work. With circular movements, I pushed my hand further and further down inside the backside of her briefs, my fingers caressing her skin, down over her butt crack and into her crotch until my fingertips were brushing over her bare little slit, pressing up into it more and more firmly with each pass of my circling hand. As my hand and fingers moved down, I could feel her body tense, accept it, and relax. She was into our sex play. Resting my middle finger along the slit, I pressed up with a gentle stroking motion until the lips of her slit opened to allow my stroking finger into the wet, slipperiness inside. She gasped, head pulling back to look at me, wide, excited little girl eyes showing a little fear. "It's okay," I laughed. "Remember you're Brenda and I'm Jason, okay? We're just two hot, sexy people making out, okay?" I chuckled and added, "Wow, I'm getting really hot, how about you?" Her slippery little pussy told me the answer.

Still frozen, feeling my finger in her slit, she continued to stare at me with her wide eyes. Then I could feel the resistance ease as she brought her lips back toward mine, again accepting our game. "Okay," she said. "Yeah, I'm getting hot, too," she added, and her tongue was again playing with mine.

As I felt the intensity returning to her passion, I slowly stroked up her wet slit, and then back again. On the next stroke, I let my finger tip travel up to softly caress around her swollen little clit before returning, feeling a slight shudder run through her as it touched the clit. Her body felt hotter with each stroke circling and rubbing over her clit as her heaving chest told me she was beginning to gasp for air. Her hips moved into my finger with each stroke inside her slit. She was past the point of no return.

Her tongue was moving harder and faster as her hips pumped more and more deliberately with each stroke of my fingers. Her body temperature was rising fast now; this little girl was getting very, very hot. I could feel an orgasm welling up inside her, and I worked her clit hard and fast to bring it up and out. Breaking our kiss, I pulled her head close to listen to her breathing. She could not stop now if she wanted to. I love it so much when a kid is about to have her first real orgasm. Whispering into her ear, I said, "You're really doing good, Betsy. Your bottom feels really, really good, doesn't it?"

I could see her eyes squeezed shut as she drove her hips into my finger below. "Uh-huh," she gasped, her breath now coming in pants, "feels really good."

"I know, baby," I whispered back. "You've never felt anything like this, have you?"

"Unh-unh," she agreed. I could see her little face straining to get the orgasm out.

"You're a naughty little girl, Betsy," I whispered. I brought my hand out from the back of her swimsuit and pushing my hands between our crushed bodies, began shoving my fingers under the waistband of the front of her briefs, whispering, "Let my hand inside, Betsy. Give me your pussy so I can get my finger back inside it." She loosened her leg grip to allow my hand to reach her pussy and get back to work. Now my fingers could really work her clit and her hips began pumping hard into my finger again. "Is that better?" I whispered. "You like that better, don't you?"

"Uh-huh," she moaned as her hips bucked down into my finger.

"Mmm," I whispered, "such a naughty, naughty girl. Did you know you could be such a naughty girl, Betsy?"

"Unh-unh," she gasped, her eyes shut as she licked her dry lips to speak.

"Okay, naughty girl," I whispered, "you're about to have a big orgasm. Do you want a big orgasm?"

"Uh-huh," she gasped. Her face was soaked with sweat, she tried moistening her dry lips to add, trying to smile with her trembling little girl voice, "Yeah, I really wanna." She was dying to orgasm. I looked her over. My gorgeous little girl, so cute and spunky, was now sunk deeply into animal lust. I loved it.

She was ready now, so I brought my free hand to her tummy, pushing my hand up inside her top for my fingers to find her budding breasts with their swollen nipples. As I pinched down firmly, I whispered in her ear, "You like that too, don't you? You like me playing with your new titties, don't you?"

"Uh-huh," she managed to gasp. "Feels really good."

"Give me your hand," I whispered, pulling her arm wrapped tightly around my neck and descending her hand down between us and into my swimsuit where I wrapped her little fingers around my pulsing cock. Her eyes flew open wide as she looked at me, panting and gasping as her mouth hung open. I chuckled softly, kissing her cheek as I leaned to her ear to whisper, "Have you ever held a cock before, naughty girl?"

"Unh-unh," she said, licking her lips again, wide, excited little girl eyes on mine.

"Hold it tighter," I whispered, and felt her hands wrap more tightly. "What does it feel like?" I asked, stroking her slit firmly and fast.

"Umm, hard," she gasped, trying to catch her runaway breath. "Hot," she added between shallow breaths. "Big."

I laughed softly. "Hold on to it while we get your orgasm, okay naughty girl?" I whispered.

She looked at me. "'Kay," she gasped. Her little hips had never stopped pumping my finger.

"Now close your eyes and imagine fucking the hard cock, baby," I whispered. "Imagine you're a big girl fucking the cock. Imagine how good it would feel in your pussy." Her eyes closed as she bit into her lower lip and concentrated. After a moment I could feel the intensity of her thrusting hips pick up as her face began to strain again. "Fuck the cock," I whispered. "Feel the cock in your pussy and fuck it hard, nasty girl." She groaned as her head turned up, staining hard. My finger flew on her swollen little clit underneath. This kid was dying to orgasm. "Okay, time for you to cum for me, naughty girl," I whispered. "Just let go and orgasm for me right now, baby. It feels so good. Let your pussy orgasm now, baby. Do what I tell you."

With a lurch, she went over the top. I felt her body tense and tremble as her hips jabbed down on to my finger, her body arching back, her breath catching. The first spasm had seized her. She gasped for breath, and then moaned as her breath caught with the second spasm coming immediately, her little body shuddering wildly as the painful ecstasy rushed through her. "Nasty little cunt," I whispered in her ear. "Cum, keep cumming, little slut, little whore. Cum big for me, pussy girl." Her little body jerked and shuddered and trembled, moaning and gasping as surge after surge seized her and tore through her. "That's it, nasty girl," I whispered, "Fuck me. Fuck me hard." At last, she collapsed down on me.

The first orgasm lasted well over 30 seconds, but I kept working her, wanting her to max out the experience. As I stroked her clit and caressed her little breasts, I continued whispering in her ear, "There's more inside, Betsy. Relax and let it out, baby. Be a good girl." As her body began to work again, hips moving and temperature rising, I whispered, "You're going to cum for me like a big girl now, Betsy. Bring it up and let it out, baby." Her body was already trembling as I sensed her orgasm rising up; this was going to be a good one. Shallow breaths made gasping sounds. "Here it comes, Betsy," I whispered. "Can you feel it coming?"

She was having trouble holding her head up now as she gasped, "Uh-huh."

With a silent scream, she went back over the top as the spasm seized her. Her little body shook like a rag doll being lifted in the air. With her chest heaving fast, she gasped for air as her body arched backward, her fingers clenched into my shoulders squeezing tightly, as over and over the spasms washed through her, each one bringing moans of ecstasy as they surged through her little body like runaway freight trains.

I could barely hear her. "Stop," she gasped, her body exhausted and starved for air, "please make it stop." She was beginning to panic a little, afraid it would never end.

I whispered, "It's okay, baby, let it all out. Keep going, you'll be alright," as I continued to work her clit furiously. Her little body shook violently now, drenched in sweat, and she could no longer breathe.

Finally her head collapsed across my shoulder and it ended, her chest heaving, sobbing for air as her body fell completely limp. I could feel her heart pounding wildly against my chest. "Good girl, Betsy, that was a really, really good one," I whispered sweetly in her ear as I held her sweetly against me. Underneath, her pussy was hot enough to cook. Stroking along her slit, my finger found her hole and pushed inside. I knew her body could feel nothing right now, so I had to be careful not to tear the hymen as I stretched it back. As relaxed as her pussy was, it stretched easily and I held it open enough to enter a second finger inside her. I slowly fucked her as my hand stroked her back. "Pretty little girl, Betsy," I whispered in her ear, knowing she was too out of it to be hearing anything other than the gentle sound of my voice. "Pretty little girl, I'm going to fuck your brains out," I continued as I carried her out of the pool to lie on towels we had spread on the pool deck.

Looking down at her head, lying on my arm, she looked like an angel, eyes closed, almost asleep. Laying my hand on her bare tummy, I said, "Rest now, sweetheart. That was a really big one. I know how tired you are." Her two orgasms had lasted well over 60 seconds, maybe even 90, awfully good for a 12 year old. It must have felt to her like a lifetime.

"Mmm," she finally replied, nestling her head into my arm as if it were a pillow and rolling toward me. Then she forced her eyes open enough to look up and softly say, "I never felt anything like that before." Her eyes closed again, and as her breath began to even out, I could tell she was asleep.

I lay beside her as she slept, her angelic little face resting comfortably on my arm. My hands ran over her resting body, enjoying the smooth, silky feel of her skin as I watched her sleep.

I gave her 30 minutes to recover before giving her little shoulder a little squeeze and saying, "Wake up, Betsy. Time to wake up now, lover."

She blinked her eyes a few times before looking up at me, confusion in her eyes and I knew she was having a little trouble remembering where she was. Then her eyes began to clear as it came back to her. She squeezed her eyes shut again as she stretched, her folded arms reaching up over her head. The she blinked at me again. "Wow, I went to sleep," she said.

I laughed. "I don't blame you," I said. "That was some orgasm you had."

She stared blankly at me for a moment, and remembering, her face blushed as her lips took on a shy grin. "Oh yeah," she said. "Wow, I never knew it could feel like that." She giggled shyly. "I thought I was going to die!" she added.

I chuckled at that, and in a moment she laughed as well. "Well, now we need to get changed so I can buy you a big lunch," I said. "I want you ready to go when your mother brings you home from your doctor's appointment." It tickled me to think what the doctor would think if he examined her pussy.

"Oh yeah," she said, stretching again. "I'd forgotten about that." Then she realized what I had said. "Are we going to play in the pool again after I get back?" she asked.

"No, no," I laughed. "I'm going to come over to your apartment when your mom brings you home."

"Oh no, you can't do that," she said anxiously, little girl eyes widening. "My mom would kill me if I let anybody in!"

Laughing again, I twitched her nose as I said, "Oh, you're going to let me in, I think. I'll bet if I don't come over, you come looking for me. That was too fun not to do it some more."

She blushed then, looking up at me. Then she giggled and began getting up.


As soon as I was sure her mother had left for good, I stepped up to Betsy's front door. It opened before I could knock, and whispering, Betsy said, "Come in quick," tugging my arm to lead me inside and carefully locking the door behind me. As she turned back to face me, it seemed her whole body radiated confusion and indecision. She had no idea what she had gotten herself into or what to do about it; there was more than a hint of fear in her eyes. I could see she was trembling a little. I relaxed and walked into her living room, smiling back over my shoulder to say, "How about we watch a movie? Is that okay? And would you mind very much getting me something to drink? I'm awfully thirsty." I found the couch and plopped down in the middle, flopping my feet up on the coffee table, before she had a chance to react.

She stood where she was for a minute, and then it occurred to her my idea sounded safe enough. "That's a good idea," she said, cutting through the living room on the way to the kitchen. "Videos are under there," she added, pointing to a shelf under the television as she walked past, "pick one out and we'll watch it."

As she crossed in front of me, I could see she had worn a really cute little straight lined cotton dress for her doctor's appointment, a soft hot pink I would call its color, with small white and blue flowers patterned on it. It had a boxed neck and the hem ended several inches above her knees; it was very tasteful, telling me her mother was from a nice, middle-class family. Her short, thick, dark brown hair was combed perfectly, with a little pink bow on one side. She looked cute as a button, and I told her, causing her to blush a little at the compliment as she came back with a soft drink for both of us, but it was obvious she enjoyed it.

We soon had a video going, sitting on the couch with a foot or two between us. I chattered away as the movie began, relaxed and casual as I could be, asking her about her doctor's appointment, her favorite movies and actors, what she liked and did not like and so on, and soon she was chattering back as she became more comfortable and relaxed.

As we got into the movie, I took her hand, holding it on the couch between us. 30 minutes into the movie, I stretched out on the couch, my head in her lap watching the movie. 15 minutes more and I pulled her down to lie in front of me as we watched the movie. 5 minutes more and I pulled her face around to kiss me, and a few minutes later our bodies were facing as we kissed.

As she warmed, I lifted her knee to push my leg between hers, pulling her closer for my leg to rise between her thighs. "Please be careful with my dress," she asked quietly. "I don't want to get it all wrinkled."

"Good idea," I agreed. I relaxed my leg, still between hers, and continued to massage her butt as we tongue fucked. Bringing my hand up I cupped her budding breast, and she pushed my hand down. "Still a little shy about your new breasts?" I asked softly, looking into her eyes. She blushed slightly, her chin dropping down. Lifting her face, I said, "Don't be, honey, they are wonderful. You're going to have gorgeous boobs." I kissed her lips and moved my hand back on to her little tit as I looked into her eyes. Her hand reached up to push my hand away again, and I said, "Please don't do that, Betsy. Put your arm back around my neck." Her hand lay on mine, ready to push it down, as she looked into my eyes. Then her arm came back around my neck and I began to massage her little breast, drawing her lips into mine and plunging my tongue back into her.

As we tongue fucked, I worked her butt and breasts until I felt her body beginning to respond nicely. Breaking our kiss, I said, "I'm about to take your dress off, Betsy, and I know you're going to feel shy about that." Reaching over our heads to the back of the couch, I pulled an afghan folded there down on to us and said, "Let's cover up with this and then we'll take your dress off."

"No, no," she said, her little girl eyes wide as her hands pushed back the afghan. "I can't, Jim. Please don't make me," she pleaded in her little girl voice.

"Okay, okay," I laughed. "Don't panic, silly girl," I said, "we just don't want to wrinkle such a pretty dress, do we?" She watched as I spread the afghan over us, fingers on her pensive lips. Finishing, making sure she was completely covered, I said, "Now, you're all covered up, snug as a bug, right?" She looked up at me and giggled. Pulling her up on her side, I reached behind her to begin unzipping the dress. "Lay on your side so I can get it unzipped all the way," I said, pulling her hip over toward me. She rolled up on her side, her wide eyes watching me from behind her fingers over her mouth. My demeanor was relaxed but my cock was throbbing as I pulled the dress from her top shoulder. "Sit up a little so I can get it off this shoulder," I said, pulling the dress from her lower shoulder on the couch. She lifted herself on to her elbow and I helped hold her in place as I worked the dress down her arm for her to pull it back through. Pushing the dress down, I said, "Help me get it over your hips, honey. We don't want to wrinkle it." She lifted her hips as I slipped it on down and over her feet."

"There," I said laughing as I sat up to straighten the dress before draping it over the top of the couch. "We got it off and I barely got a glimpse of your white training bra and pretty panties that match your dress color." She giggled behind her fingers and blushed. Pulling my shirt over my head, I laughed, "I don't want to wrinkle my clothes, either." I pitched my shirt on to the coffee table and began undoing my pants. Her wide little girl eyes looked worried and frightened as she watched, but she could not see that under the afghan I stripped off my boxer shorts with my pants so I was totally naked as I lay back down beside her and pulled the cover up under our chins. "Now see?" I asked laughing. "Neither one of us can tell if the other is dressed or not."

She giggled and blushed. "Sure," she said giggling, her voice low and disbelieving. I pulled her on to her side and up against me, our eyes looking into one another's, and her eyes widened more in fright as she felt my throbbing cock squash into her upper legs down below.

I chuckled and as my hand cupped her pantied butt cheek to pull her tightly against me, said, "Relax and kiss me, Betsy. Everything is okay." My lips pressed to hers for a few moments, and I said, "Wrap your arms around my neck, Betsy." I looked at her until she lifted her arms from her chest and wrapped them around my neck. "Good girl," I said. "Now kiss me and relax, will you?" As our lips met, my tongue entered her mouth and, after a few moments of pushing her tongue around, I felt it lift and begin to push back.

I pushed my knee to get it between her legs as she began to warm to our tongue play, and after a few moments I felt her lifting her leg slightly to allow mine in between. Pushing my leg in to separate hers, I lifted my upper leg into her crotch firmly and my hand pulled her butt tightly against it as our tongues played. She was relaxing and responding to our play sex, and I moved my hand around from her butt cheeks and into her panty clad crotch. My fingers pushed down between her legs and I began to stroke her slit. She tensed at first as she felt my hand coming to her crotch but as I stroked, our tongues continuing to play, her body began to relax and enjoy. I felt her hips begin to move with my stroking finger, and I pressed my middle finger up into the crotch of the panties to find her slit and stroke into it. As it stroked I could feel the moisture increasing. I broke the kiss to look at her eyes, now wide with excitement. "Feels good, doesn't it," I said softly.

She giggled quietly. "Yeah," she admitted.

"I'm going to give you another orgasm," I said chuckling softly. "You know that, don't you?"

She giggled and blushed, her little girl eyes full of excitement.

"Are you thinking about the orgasm this morning?" I asked, softly chuckling.

She giggled and blushed again. "I haven't ever felt anything like that before," she said.

I laughed. "You're really good at orgasms, I can tell you that," I said laughing, and added, "You naughty girl, you."

She giggled and blushed yet again. "I thought I was going to die," she said, and giggled more.

"It was a big one, alright," I laughed. I watched her eyes as I slipped my hand inside the waistband of her panties and began pushing my fingers down over her pussy mound. As she felt my hand inside her panties, her eyes went wide and she inhaled sharply, her body tensing. Cupping my hand on her mound with my fingers pressing down into her until I felt the middle one split apart her lips to sink inside, I said, "Relax, Betsy, and enjoy the feeling." I smiled as my finger stroked down her slit, gathering the slippery wetness to return to massage her swollen clit. After several strokes, each playfully rubbing over the clit, her hips began to move with my finger as a lustful look came into her excited eyes. I looked down to watch her hips moving with my finger, and then back up to Betsy's eyes.

"Oh my, you're a naughty little girl, Betsy," I said smiling. "Reach down and hold my cock, Betsy," I said. Her wide, excited, little girl eyes looked at me. "Do it, Betsy," I said. "Reach down and hold my cock." My finger continued to push over her swollen clit and slide back down her slit.

Looking down at my cock, she reached down her hand to encircle the throbbing shaft, and she looked back up to meet my eyes. "Sexy girl, Betsy," I said. "Do you remember holding my cock this morning when you cummed?" I asked.

She giggled. "Yeah, I remember," she said, her hot eyes looking coy.

"You were thinking about how good it would feel in your pussy, weren't you, naughty girl?" I asked, chuckling as my finger continued its work below.

She giggled, blushing slightly as her hips moved on their own with my finger. "Maybe," she giggled.

I laughed. "You remember what you said?" I asked. "Do you remember you told me you wanted me to fuck you and then your orgasm started, you remember that?"

Still blushing, she giggled. "Yeah, I remember," she said, and giggled again.

"A nice sweet little girl like you, Betsy," I said, "talking like that to a grown man." Looking down again over her bra to my hand inside her pretty nylon panties, I watched her hips moving with my stroking finger, and them back up into her wide eyes. "Look at you now, Betsy," I said. "Sweet pretty Betsy lying down in her panties and bra and holding a hard cock while I finger your pussy," I said. "Your hips are fucking my finger, Betsy, can you feel your hips fucking my finger?"

She giggled. "Yeah," she said shyly, her hips continuing to move.

"You're a naughty girl, Betsy," I said. "You're a naughty, naughty girl. It feels good to be naughty, doesn't it, Betsy?" I asked.

She giggled. "Yeah," she answered hesitantly.

"You know you're going to get even naughtier, don't you, sexy girl?" I asked. "You're going to be very, very naughty before we finish what we're doing on this couch, and you know it, don't you, Betsy?" Her wide eyes looked at me with a mixture of excitement and apprehension. I laughed. "Relax and enjoy it, Betsy," I said. "All you really want right now is to feel another one of those big orgasms, isn't it, Betsy?"

She giggled. "Yeah, I guess," she conceded, blinking her wide, little girl eyes.

"You're going to get one, Betsy," I said, "but first we better get you really hot again. Are you ready to get really hot again, sweet naughty Betsy?"

She giggled. "Okay," she said softly, and softly giggled.

"Okay, then squeeze my cock and think nasty thoughts and let your body get hot, okay?"

"Okay," she giggled. As my lips met hers, I felt her hand squeeze tightly around my cock, and I slipped my tongue deep inside her sweet little mouth.

Working her slit with its swollen little clit firm and fast, I could feel her hips picking up momentum as they fucked back and forth, and her tongue play quickly shifted to tongue fucking. I could feel her body getting warmer and warmer as it was beginning to perspire. Her chest began to heave more and more as her intensity increased. I lifted my head to look at hers, lying across my arm. Her tongue circled her dry lips as her eyes, glazing with lust, looked up at me. "In a minute I'm going to take off your panties and bra, Betsy," I said. "Are you ready for that?"

"No, no," she pleaded, her wide eyes showing panic, her chest heaving as her hips continued to thrust into my finger. "Please don't do that." She was breathing hard.

"Okay, we won't, honey, but think about it, okay?" I said. "You're hot and you really want your bra and panties off. Think about it," I said as my lips went back to hers and I plunged my fucking tongue back inside. I bent my arm under her head so my hand lay on her back pressing her body tightly into mine, and I began to work her clit hard, feeling her hips hard response as her hand on my cock squeezed and pulled it to her. Her body was wet with sweat, her chest heaving and I could hear her inhaling sharply through her nose as our tongues continued to fuck and my finger worked her clit furiously. Her orgasm was rising fast.

I lifted my head to look at her eyes, glazed in lust, and her mouth open, gasping air. "You want to orgasm again, don't you, Betsy?"

"Uh-huh," she gasped, her arm around my neck helping her thrust her fucking hips into me.

My finger continuing to work her clit, I said, "I'm going to take your panties and bra off now and you're going to give your pussy to me, Betsy, you're going to give your pussy and body to me and then I'm going to give you your orgasm." I looked into her lustful eyes, her hips continuing to pump hard. "Do you understand me, Betsy?" I asked. "You want me to take off your panties and bra and be naked, don't you, you naughty, naughty girl?"

Her eyes, wild with excitement and lust, looked at me. "Uh-huh," she gasped.

As I pulled my hand from inside her panties, throwing the afghan to the side, I sat up to say, "Roll over on your back, Betsy. I want to look at you," my hand sliding under her hip to help pull it to me so she could roll back flat on the couch. I gazed up and down her little girl body. Her shapely legs came up into hips just beginning to spread before returning to her small waist. The soft pink panties with lace band across the leg openings framed the picture, and I moved down to sink my face into them, pressing my nose into her lower tummy to inhale them before kissing her mound as I lifted her knee to allow my face to drop into her crotch, pressing my lips into her pussy to kiss and inhale the slightly musky odor. "I can smell your hot pussy," I said looking up to see her propped on her elbows watching me. "It wants sex, Betsy."

Bringing her leg back down, I sat up on my knees astraddle her and began to pull the panties down, watching her bald mound come out before looking back up to say, "I'm going to make you feel very, very good, Betsy." She tried to giggle through her panting breath, her wild, little girl eyes locked on my cock, as I pulled the panties from her feet and moved up beside her.

Pushing an arm under her shoulder, I lifted her chest to unhook the pretty white training bra. Her eyes stayed on my cock as I pushed the straps from her shoulders and pulled the bra free, exposing her budding breasts. "God, you are so fucking beautiful, Betsy," I said as I pushed my arm under her chest to bring the breast up to me as I took the swollen nipple into my mouth to suck. My hand massaged the budding breast as my tongue played with the puffy nipple, and I felt Betsy's hands come to hold my head. My hand dropped back down to her crotch and she lifted her leg to give access to her pussy. As I began to slowly slide my finger inside her slit and over the swollen clit, her hips immediately began to move in a slow fucking motion to match my finger and a soft sigh escaped her lips. My finger began working harder and faster and immediately her hips got hot, thrusting hard into it and her body heat shot up as sweat began to cover her little body again.

I moved up to watch the lust glaze over her wide, excited eyes, her tongue circling her dry lips again. Kissing her lips I moved to her ear to whisper, "My sweet, hot little Betsy. You want it, don't you? You want your orgasm?"

"Yeah," she gasped, her chest heaving shallow breaths.

Kissing her gently, I said, "You're going to feel so good, sweet, naughty girl." Moving back down to her legs, my hands went under her knees to lift her legs as I shifted to sit on my knees between her legs. Pushing her legs back over her body to open her full underneath to me, I looked up to see her back on her elbows watching in amazement, her chest still heaving. "Betsy, this is going to feel so good to you," I said. "Get ready for a big orgasm, naughty girl."

Sliding my hands under to hold her butt cheeks, I pressed my mouth into the smooth bare skin of her crotch, my nose resting on her mound as I inhaled her sweet little girl fragrance for a moment before laying my warm tongue down the length of her slit. Looking up, I saw her wide eyes watching in amazement, dumfounded at what they saw. Curling my tongue up to force the tip inside the lips of her slit I began running it up the slit, pressing firmly into it and collecting her wetness as it rose up the slit until it reached the sheath of her clit, where my tongue began slowly to push and play and pull. A loud gasp came from above when she felt my tongue on her clit, and her hips shuddered convulsively. I looked up to see her eyes even wider, her mouth hanging open. I began to run my stiff tongue up and down the sheath of her clit, circling and pushing the tip before running stiffly down the length again and repeating, feeling her body trembling under the sensations.

"Oh my god," I heard her whisper as I continued, and I felt her hands reach down to pull my head more tightly into her as her hips squirmed and moved.

Looking up, I asked, "Does it feel good, naughty girl?"

"Yes, keep doing it," she gasped at once. "Please keep doing it," she pleaded. My tongue went back to her clit.

Her hips gained more and more ferocity with each stroke of my warm, rough tongue, and I could hear her breath struggle to keep up. I could feel her body heat rising fast and her juice flowing abundantly across my stroking tongue, her hips bucking strongly into my tongue. I slid my finger deep inside her cunt and curled it to trace down her g-spot, and feeling that, she planted her feet flatly on the couch on each side of me, lifting her hips clear of the couch to thrust her pussy as hard as she could into my tongue, a wild grunt from her throat coming with each thrust as she strained to push even harder into it.

Glancing up as I worked, I saw a glazed wild look of lust in her wide eyes as she stared down, sweat running from her face and body. I watched as her orgasm approached, her face muscles straining hard for it. Short gasps came from her throat as her chest heaved hard and fast in her trembling body. I picked up the intensity of my tongue on her clit, stroking the sheath hard and fast. Her trembling body was beginning to shudder as she groaned hard for release, and with the next stroke of my fucking finger inside her cunt, I joined a second finger and rammed them both deep inside. With that, she went over the top into orgasm, her little body arching high with a loud moan frozen in her throat as the spasm seized her and began its surge through. Her body shook wildly in painful ecstasy. As the first spasm passed, I jammed the two fucking fingers again hard into her cunt as the second spasm seized her, a wild shriek caught in her throat, her body feeling like it must fly apart from the shaking.

Following the tenth surge of her spasm through the trembling body, she collapsed, gasping for breath as her chest heaved madly and fast. Pushing her knee aside I moved up to lie beside her, wrapping her tightly in my arms to hold her trembling little girl body. Wiping the sweat from her face, I whispered, "My big girl, my big, big girl." Kissing her forehead, I said, "Rest now, naughty girl. Just rest and catch your breath." Looking down, her wide eyes stared blankly ahead as she continued to gasp.

Gradually, I could feel her begin to recover, and wrapping an arm down around her hip, I rolled on to my back, carrying her up on top of me. Reaching down, I pulled each leg to my side and began sliding her still sweaty body down mine, pausing to fit my cock into her pussy hole, and then using my hands on her hips to push her down on to it, feeling my cock easily pop inside and slide all the way into her hot, relaxed cunt without a twitch from her exhausted body. "I'm inside you now," I whispered, stroking her damp head. "Rest now," I continued, "and then you're going to fuck me, naughty girl."

Watching her face as my hand continued to wipe sweat away, her eyes continued to stare blankly ahead. I knew she had heard what I said and was letting the news register.

Finally I felt movement in her body as her breathing began to calm, and I lifted her chin for her eyes to look at me. "That was some orgasm, huh, Betsy?" I said softly with a smile.

She sniffed, and then gave me a weak smile, laying her head back down on my chest to rest and regain her breath.

I rested my hands on the back of her chest, feeling her breathing as it slowly leveled out. After 3 or 4 minutes, she raised her head to look at me again. "I feel it inside me," she said.

"I know, honey," I said. "How does it feel?"

"It feels full inside," she answered.

"Good," I said, smiling. "Just lay there and feel it inside, honey." She wrapped her hands across my chest to lay her chin on as she stared up at me. Occasionally she wriggled her hips a little, making herself more comfortable. I stroked her back and waited as she grew more accustomed to the feel.

She pushed up toward me a little, and relaxed back down to lie watching me. She pushed herself up toward me a little more firmly and relaxed back down again, still staring into my eyes. After pushing herself up toward me several more times, she raised her head and propped herself on her elbows on my stomach, hands reaching up to rest flat on my chest. She began rocking herself forward and backward gently. She pulled herself forward, using her knees to push, and I felt the shaft sliding out. She relaxed and I felt the shaft slide all the way back inside. "Did that feel good?" I asked.

Her eyes stayed locked on mine as she did the maneuver once more. "Yeah," she said thoughtfully. "It feels full inside me," she added quietly. Another moment passed, and she asked, "Are we really going to do it?"

"We're already doing it, honey," I said, continuing to stroke her face. "When you're rested, you're going to sit up and fuck me and I'm going to cum inside you."

As her eyes continued to look at me, I could see excitement began to return to them. Her breathing was back to normal again. "Bring your knees up under you, honey," I said, "so you can sit up now."

She looked at me another moment, and then brought one leg around her hip to push the knee down beside me and then the other. Still looking at me, using her hands on my chest, she began pushing herself up into a sitting position.

With my hands on her hips, I gently pulled her forward to feel the shaft come out before moving her back, Sinking it back completely inside. "Think about it, Betsy," I said softly. "Think about the hard, hot cock inside you filling you up."

She stared into my eyes, and her little face looked so incredibly gorgeous. I watched her eyes as the excitement grew in them. "It feels good," she said. I smiled.

"Feeling it inside you is starting to make you hot again, isn't it, naughty girl?" I asked with a chuckle. She smiled and giggled softly. "Keep thinking about it, naughty girl," I said. "When your pussy gets hot, it's going to feel really good inside you."

She smiled and giggled again, squirming her hips. Reaching under her chin, I pressed my fingers into her breasts, squeezing a puffy nipple between my fingers and toying with it. "God, I love the feel of your tits, Betsy," I said. "Does your mommy have pretty boobs?"

"Yeah, she does," Betsy said. "They aren't big like some ladies, but I think they look really pretty."

"You're going to have pretty boobs like your mommy," I said, continuing to play with them.

"You think so?" she giggled, her hips squirming again.

"Oh yeah," I said, moving both hands under her chest to fondly her budding breasts. "You feel good, Betsy. You're a hot, sexy, sexy girl." I chuckled. "You see how hard you make my cock."

She giggled, squirming more. "It gets hard because of me?" she asked, giggling.

I laughed. "You know it's because of you, you sexy little pussy."

She giggled more, squirming her hips more. "I know some girls at school that do it," she said with a giggle.

My cock throbbed inside her hearing that. "You do, huh?" I said. "What do they say about it?"

She giggled. "They say it feels good," she said.

"Who do they fuck?" I asked. "Older boys?"

"Yeah," she giggled. "One girl says her brother brings his friends over to do her." She collapsed giggling.

"Oh yeah?" I said with a chuckle. "Bet you've thought about going home with her so they'd do you, haven't you?"

She giggled effusively. "My friends and me talk about going home with her." She giggled. "But we're too chicken."

Laughing I said, "Well, you can bring your friends home with you and we'll do them together. How would you like that?"

She giggled convulsively again. "You think we should?" she giggled.

"Yeah, why not?" I laughed, my cock going crazy inside her. She was squirming now at the thought. "It's making you hot again thinking about it, isn't it?" I laughed.

"Yeah," she giggled.

"Which one should we fuck first?" I asked.

She giggled, thinking about it. "Umm, I think Karen," she said, and giggled hard.

I laughed. "You want to get your hands on Karen's body, I think," I said. "Bet she's got big boobs, doesn't she?"

"Yeah," Betsy said, and dropped her head down giggling.

"Well then we will fuck Karen first," I said. "You'll hold her down and play with her boobs and kiss her with your tongue while I stick my cock in her and fuck her hard. Do you like to think about doing that?"

"Yeah," she giggled, squirming her hips. "I can sit on her and bite her boobs and kiss her like we do and you stick your thing inside her." She giggled hard as she thought about it, her little hips wagging up and down on my shaft.

I laughed. "I think your pussy is getting wet thinking about it, Betsy," I said, pulling her up and down. Her tight little cunt felt so good on my throbbing cock.

She pumped the cock in and out of her, looking beneath her to watch. She giggled. "I can see it going in and out of me," she said, looking up at me excitedly.

I laughed. "Does it make you hot?" I asked.

She pumped a few more times watching and looked back up. "Yeah," she said naughtily. "It feels good."

"You're fucking me, Betsy," I said.

Her little girl eyes widened in surprise. "I am?" she asked.

I sat stroking the sides of her bare little hips sitting astride me, feeling the tight little pussy wrapped tightly around my throbbing cock, and looked back up into her sweet little face. "I'm going to cum inside you, Betsy," I said. "It's going to feel all warm and good inside. You're really going to like that."

She giggled. "I know what cum is," she giggled.

"I thought you would," I said, laughing back. "Now fuck me so I can cum inside you," I said. "Next time we fuck I'm going to make you orgasm while we're fucking. Does that sound like fun?"

"Oh yeah," she said excitedly, her hips beginning their fucking motion. "That sounds really, really fun."

My hands on her hips rode with her as she pumped up and down my shaft, and I could see she fucked with enthusiasm. Her tight little cunt was hot and tight. "God, your little cunt feels like heaven, Betsy," I said, closing my eyes.

"Does it really?" she asked, her voice excited. She giggled and pumped harder.

"Oh god, I gotta cum, baby," I said, feeling the first surge rising up. "My sweet, sweet little cunt," I gasped as her hips pumped her cunt on my cock. As the first load came shooting up my cock, I thrust up my hips into her, jamming her hips hard down on mine, and moaned loudly, my face contorting with the spasm. "Feel it," I gasped as the load exploded into her.

"I feel it, I feel it," she screamed with excitement. I dropped my hips and thrust them hard back into her as the next load exploded into her tiny cunt. I moaned and gasped, "Again, honey."

"I feel it, I feel it," she again exclaimed.

I groaned and moaned as load after load came up to shoot inside her, my body contracted and straining to get every drop out of me and into her. Finally, I collapsed, my eyes closed as I panted for air.

I opened my eyes to see sweet Betsy's wide eyes staring down on me. "Did I do a good job?" she asked.

"Oh yes, baby," I gasped. Closing my eyes again, I felt my chest heaving as my heart raced. After a couple of minutes I opened them again to see Betsy's wide eyes watching me, still sitting on my cock inside her. I laughed and pulled her up over my stomach. As my cock exited, white cum began oozing out and dripping down on me.

She looked down, her eyes wild with excitement. "Wow, all that was inside me?" she exclaimed, looking from under her to me.

"Uh-huh and more," I said, trying to laugh as my breath returned. "We have to be careful not to get any on your mommy's couch. We're going to fuck some more in a little while, and we'll do it in your bed so we have more room, okay?"

"Okay," she giggled excitedly, bouncing up and down over my stomach as cum continued to drip down from her little snatch.

"And next time, you get to cum with me," I added. "You like that, don't you, Betsy?"

"Yeah," she said with excitement. "That'll be fun!"


The next day after school, Betsy opened the door before I could knock and pulled me inside. Betsy was a good girl, and her mother, whom I got to know well as the year wore on, was a well spoken, good mannered young lady from a nice middle-class family. I would often babysit Betsy at my apartment when her mother went out for the evening, and Betsy was allowed to come over after school. Soon, she was spending the night with me, and I even took her on a couple of weekend vacation trips when her mother wanted time to travel with her boyfriend.

As promised, Betsy did bring home friends from school, and we had much fun opening them up and fucking them. She was an adorable girl, the perfect kid for mothers to allow their daughters over for sleepovers, and when Betsy's mother happened to be out of town that night, the girls' sleepover included me. I loved fucking Betsy; thinking back to her now makes me hard as a rock.

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