The following story is a work of fiction. None of the events portrayed actually occurred, and any similarity to actual people or events is entirely coincidental.

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I guess every older man at one time or another fantasizes about having sex with a much younger girl than him. I know I had, but that"s all it was a fantasy. In my wildest dreams I would never have thought it would actually happen. Now that it has, I am both thankful for the experience and also regretful of the out come. I am a 47 year old widower with a 40 year old girlfriend. We have a good relationship, and she understands that marriage again for me is not an option. I was up front with her about that right from the beginning. She agreed that it was not an option for her either, although through the 4 years that we have been going together she has let out remarks with would indicate to the contrary. She has two daughters form a previous marriage that ended in divorce. Susan is 16 and Teri is 14. Susan has a best friend named Samantha that practically lives at my girlfriend's house. She is 14, blonde and very well developed for her age. Even more so than Susan who is 2 years older. Samantha has the firmest nicely developing breasts I have ever seen on a young girl. Her nipples also seemed to be well developed, as evidenced by display when hard in her bra against her blouse. I had seen her where several times both nipples seemed to want to poke right through. Her legs and ass are also very well developed. She is from a family with her mother and a step father who drinks heavily and a mother who apparently wants to hang on to a bum. He apparently has had a few jobs, but is always between jobs. You probably know the type. It seemed that every opportunity Samantha had to stay the night with Susan she took it. Even her mother seemed to appreciate the fact that she could stay there and go to school with Susan. She even brought over some groceries a few times and offered to pay my Girlfriend for letting her stay there. It became apparent that Samantha and her step father did not get along. I had never met him, but my girlfriend had and she told me he looked like a long hairdo bum. At Christmas, Samantha, had stayed at her own house during the Holidays. She came back over, and her arms had a lot of bruises and she had a small contusion on her cheek. It seemed that her and her step dad had gotten into a fight. I told her that she should have called 911. She told us that she had threatened to and he had ripped the phone out of the wall. She also told us that he had gone to prison once before for violence. She knew that if she turned him in that he would go for a longer time and her mother wouldn't like it. There were also times when her mother was working and she didn't want to go to her house and be alone with the step dad. I suspected that he was or had been molesting her, and I voiced that to my girlfriend who also agreed. We told Samantha that she could have run out of the house and gone to a pay phone or a neighbors and called and that the next time she certainly should. It was a sad situation and we felt sorry for her, so my girlfriend didn't turn her down when she wanted to spend the nights there. I lived alone and would quite often go over to my girlfriend's house and sleep until she got home from work. She worked nights and didn't get home until after 8:00 in the morning. One night while I was there and online on the computer, Samantha had come out of the shower with just a towel wrapped around her body. She came into the room where I was and asked if I was staying the night or leaving, because if I was leaving she wanted to sleep in my girlfriend's water bed. She usually slept up stairs in Susan"s room. I told her I would be leaving soon and to go ahead. My eyes followed her bare legs showing almost to her cute ass cheeks as she turned and walked out. I felt my self harden. I stayed on line for about another hour and then decided to go home to my dogs. Susan and Teri were both upstairs in bed. As I walked past my girlfriend's room, I saw that Samantha had left the door about half way open. The hallway light was on and there was plenty of light to look into the bedroom with. Samantha was laying on her stomach and had kicked most of the covers off except around her feet. I felt my cock start to rise as I stared at her sexy legs and her cheeks that poked out from under her panties. She was wearing like an oversized T shirt as a night shirt and it had crept up onto her ass cheeks. I couldn't help myself as I walked into the room to get a closer look. If she awoke, I could always say I came in to get something. I sucked in my breath as I got closer. I could see tendrils of pussy hair sticking out of the leg bands of her panties. Her breathing was shallow and even so I knew she was fast asleep. My cock by this time had gotten to its full strength and it was uncomfortable in my pants. She was lying close to the edge of the bed on my side. I knelt down on to the floor so I could get a closer look. She had her legs slightly spread, which helped. I very carefully raised the T shirt even farther and exposed her whole ass to my sight. I unzipped my fly and took out my cock. I bent my head over until my face was almost in her crotch and inhaled the sweet smell over her freshly showered pussy. My hand slowly stoked my aching cock as I gently slid my finger into the leg band of her panties. She moved slightly as I held my breath! She cocked her leg farthest away from me a little and rolled her head so she was facing me. My heat skipped a beat because I thought I had been caught! Her breathing remained steady and her eyes were still shut after about 5 minutes of me being very still with my finger in the leg band of her panties still. I decided it was safe, so I began to lift my finger in the leg band. The panties were loose enough that I could pull the material up and afford me a view of her pussy mound. Her pussy hair was like velvet. I could plainly see her puffy pussy lips as she slept. I licked my lips and wished I dared lick her slit some. But just the sight of her beautiful mound was enough as I groaned and released spurt after spurt into the carpet. After I softened I went to the bathroom and got a wash cloth wet and came back and cleaned up my mess. She had not changed positions. The following week my girlfriend got a call about her Aunt in California being very sick and in the hospital. She had always been very close to her and wanted to go out and see her. She wanted me to come along, but I was in the middle of a project and couldn't. Plus with me staying behind there would be someone to look out for the girls. Friday evening we all took my girlfriend to the airport and saw her off. Samantha was not with us because her mom had called earlier in the day for her to come home. I dropped Susan and Teri off at the movies to see a movie that they wanted to see. I would pick them up later when they called because they were going to the mall from the movies. When I got back to the house, I took a shower and decided to watch some TV. I had put on a pair of sweat pants and a sweat shirt after showering. I had just settled on the couch and in came Samantha. She seemed to be upset. So we went to the table and sat to talk some. She told me she wanted to spend the night since her mother had left for work. I asked her if that would have left her alone with her step dad and she told me yes. I decided to come right out and asked her about what was going on. "Samantha, has your step dad tried to molest you?" She looked down instead of looking into my eyes and nodded her head. "Yes". I told her that she needed to report it to the police. She told me that she didn't dare because he would get arrested and her mother would be pissed at her. "Does he touch you?" "Yes" "How far has it gone" She hesitated and then said "All the way" "You've had intercourse with him?" She told me yes as some tears began to streak down her face. I reached out and held her hand in mine and told her that it would help if she talked about it. She told me she was grateful to have someone to talk to about it because it had been bothering her. I listened as she unraveled the situation. Ever since she had her first period and started developing, he had been after her. Touching her here and there whenever her mother wasn't looking. I asked her if she had discussed it with her mother. She told me she hadn't. She told me that it went from him trying to feel her a lot to him exposing himself to her. "One night he had me do this to his penis" She held her hand and fist up and making a jerking motion. "Did he make you do it to completion" She didn't seem to understand what I meant. So I asked her if he had shot sperm out, and she told me yes that he had. Then it led to him having her undress as he either masturbated or had her do it to him. Then he was fingering her also. She told me that she knew it was wrong, but it also felt good to her, and it was exciting also. Despite the seriousness of the situation, I had a hard on that wouldn't quit. Just thinking of being able to see this beauty naked in all of her innocence, and feeling her hand around your cock, was quite a stimulation. She went on to tell me how he had made her take it in her mouth instead of jerking him off. My cock gave a big groan and discharged pre cum into my shorts as I continued to listen as she gave me all the details leading to him finally fucking her. I asked her if he discharged into her, and she told me yes, but she was on the pill. After further questioning by me she told me that her first time with him had been gentle and that he had lubricated himself before entering her. But many times now he comes at her while drunk and forces himself into her and hurts her. She is afraid of him when he drinks. She wanted me to take her to the mall so she could meet up with the other girls, but she wanted to take a shower first. I sat and thought about what action to take with the situation. I thought about talking to her mother, but decided to wait and talk to my girlfriend when she got back and let her talk to her mother. My cock had gone down, but was still leaking pre cum like crazy. Shortly, Samantha came out of the bathroom wrapped in a towel like she had that other time. She sat at the table with me again. I found myself wishing the table top was made of glass so I could see her legs. The towel probably couldn't cover too much while she was sitting down. My mind was on her hairy pussy under the table and on the nice cleavage I was looking at. Needless to say, my cock once again stiffened. "Do you think I'm ugly?" I was flabbergasted to hear her asked me that. "UGLY" Sweetie you are the farthest thing from Ugly" "Really?" "Yes" I asked her why she would ask me such a question. She told me that her step dad told her she was and that the only reason he was having sex with her was that she wasn't fat like her mother. "He calls me all kinds of names all the time". I asked her if she got any enjoyment out of the sex. She admitted that she did, but not a lot because of him. Then she did something that I couldn't believe! She stood and dropped the towel, standing there only 3 feet from me! "Do you think I have a nice body?" My eyes took in the gorgeous grapefruit size breasts with two very prominent hard nipples capping the ends. My gaze swept down the tight belly to the top of her downy soft pubic hair, and to her prominent slit. I felt my cock launch and extra heavy load of pre cum into my jockeys. "Does looking at me make your thing hard?" I backed my chair away from the table so she could see the bulge in my pants. "See for yourself" She looked at the bulge in my pants and then floored me wit her next question. "Can I see it?" I sat motionless still staring at her young slit. She smiled broadly as I unzipped my pants and fished out my hard cock. "Wow! You are a lot bigger than Ralph" (Her Step dad) That remark made me feel good as you can imagine. Samantha moved closer and squatted down and wrapped her hand around my cock. "You want me to?" Not waiting for an answer her hand began jerking me off. I stopped her hand and pulled her back to a standing position. She was close enough that I could lean over and take one of her hard nipples into my mouth. "mmmmmmm". I sucked one while I tweaked the other. I stopped just long enough to slide my pants and shorts down and off, and take my shirt off. I brought her forward again and she straddled my right leg with her wet pussy. I felt the heat and wetness as she began undulating her hips, rubbing her pussy against my leg as I returned to her gorgeous nipples. She reached down and again started stroking my cock. My leg was totally wet from her pussy. I stopped her hand again, before I went off right then and there! I didn't want to cum all over her hand. I stood and turned her so that we traded places. She was sitting on the chair with me kneeling between her legs. I reached under her and placed a hand under each cheek, and pulled her forward. I leaned in and tasted her delicious fluids. She flinched as my tongue went between her pussy lips and jerked her hips back. "Oh what are you DOING?" I looked up at her, "haven't you had this before?" "No" "Your step dad didn't lick you?" "No not there just my tits" I didn't say any more, just scooted her back out and slid my tongue between her sweet lips. "Oooooooh God that feels soooooo Good" I smiled as I ran my tongue the entire length of her slit. Her hands went to my ears and she tried to pull me even closer to her pussy and her hips began thrusting herself into my face. I continued to suck and lick her. When I captured her little clit in my mouth and began sucking on it, she went wild, and began moaning like crazy. Her hips were like a blur as she tried to pump closer to the feeling at her vagina. Suddenly her thighs closed around my face as her ass came up off of the chair and she let out a scream, and then began moaning, "ooooooooooooooh yesssssssssssss ohhhhhhhhh god" Her thighs began to tremble violently, as she repeatedly let out little screams. I continued to lave her love slit with my tongue until she finally collapsed back into the chair with a loud groan. I pulled back and looked up at her. She had her head thrown back so I couldn't look into her eyes. Her thighs continued to tremble as I held her ass cheeks in my hands. Her stomach was heaving as she struggled to get air into her lungs. She finally dropped her head down and looked at me. "oh my god, I"ve never felt anything like that" I asked her if that was her first orgasm. She told me that she had them while masturbating, but never that strong. She also told me that she had never had an orgasm with her step father. She said she would come close and then it would feel like someone had dumped a cold bucket of water on her, and she would loose the feeling. This time she got up and turned me so that we traded places again. I sat in the chair and watched as this beautiful young vixen wrapped her hand around my cock and began licking all around the head. If her step dad had accomplished anything he had taught her how to suck a cock like a pro! I wasn't sure if he had cum in her mouth or not although I guessed that he would make her do that. But I asked, "did he shoot off in your mouth" Never stopping the sucking she nodded slightly and moaned around my cock "Hmm Hmm". I felt her back off till just the head was in her mouth, her hand twisted as she jerked my shaft and her tongue went wild around the head. I reached down and cupped a tit in each hand as I blasted the biggest load of cream I can remember ever doing into her hot young mouth. I watched as her neck muscles moved as she swallowed every drop I shot into her mouth. Once my spurts subsided, she licked it all over and then went below and licked my balls as she continued to slowly jack me. Then returning to the head she squeezed the shaft and slowly ran her hand up, producing a large glob of cum at the tip. She looked up at me as her tongue flicked out and she captured the glob of cum and swallowed it. Watching that almost made me go off again! I hardly believed it, but this young vixen kept my cock as stiff as a board. She stood up and moved forward and straddled my lap. I was amazed at her actions as she reached down and held my cock steady as she aligned the head of my cock with her love slit. I groaned as she lowered herself enough to push the head between her pussy lips. The temperature in her pussy was the hottest I had ever felt on a woman. She moaned as she dropped down taking the head and a couple of inches into her. "mmmmmm so big" As she slid down the rest of the way, bottoming out against my pubic bone. Her pussy was so nice and tight it was unbelievable. She leaned forward and kissed me as she began a slow pumping in my lap. I sucked her tongue into my mouth as I thrust my cock up to meet her downward thrusts. I reached behind her and held her firm little ass cheeks as we rode each other towards climax. She looked at me and said, "Remember its okay to do it inside of me, you don't need to pull out" I asked her if that was what her step dad did. She told me yes until she got on the pill. Well here was this gorgeous 14 year old sitting on my lap with my cock buried in her hot little pussy telling me to cum in her. That and watching those tits bounce as we fucked, took me over the edge and I began launching my cream into her. She moaned as I shot stream after stream deep inside of her. I realized she had not climaxed, so I reached down between us and began rubbing her clit with my thumb as I still pumped her with my cock. She moaned and began pumping and grinding, until suddenly she screamed out her pleasure as her young pussy convulsed around my cock! Watching the and feeling her wild gyrations as she climaxed on my lap. Together with her young vagina instinctively milking my cock for more of its life giving fluid, caused me cum again!! I couldn't believe it as my cock throbbed into orgasm once more. The spasms were just as strong as before although I didn't feel much ejaculate after already shooting off twice before in the last few minutes. We stayed there with her head on my shoulder as she licked my neck, telling me she never knew sex could be that good. My cock shriveled inside of her. I was totally spent! I felt as though every ounce of fluid in my body was gone. Then the phone rang and she got up so I could answer it. It was Susan and Teri ready to be picked up at the mall. While I stood there at the phone, Samantha came over and got on her knees in front of me and took my cock into her mouth. I couldn't believe it, this girl was something else. When I hung the phone up I told her, "Honey, I don't think I can again" She looked up and took my cock from her mouth and said, "I know, you don't have to, I just wanted to taste you with both of our juices on you". Then she gave a final lick and stood as we embraced and kissed deeply. I know what you readers are thinking! I am an ass hole and a heel for taking advantage of a young girl being abused by her step dad. Well I felt that way afterward also, and told myself that it wouldn't happen again. Little did I know that Samantha had other ideas. On the way to the mall to pick up the girls, she told me that she had wanted to have sex with me for a long time. She had an idea that it would be so much better with someone she liked. I told her that what we did was not legal and I could get into trouble. She swore herself to secrecy as she laid her head on my shoulder and told me that she loved me. I changed to subject since we were getting close to the mall. Samantha spent the night that night. I wasn't fully awake and seemed to be dreaming a wonderful dream. My cock was engulfed in a warm wet mouth it seemed like. Ass I opened my eyes, it was! Samantha was sucking my cock! I looked at the clock and it was 6:00 AM. I started to stop her and push her head off of me, but instead, my hands caressed her hair as I lay there an enjoyed the blow job. After swallowing my offering, she crawled up and lay beside me and whispered, "I woke early and got hungry for breakfast, thanks". I sucked her nipples and then had her sit on my face as I ate her to orgasm. Only after she had cum rather nosily did I realize that we could have been caught by one of the other girls. She assured me they were fast asleep, but it still scared me. After all I was fucking their mother, and I didn't know what they would do if they found out. I told Samantha that we had to be discrete and she assured me she would. So much for my idea of never doing it again, I was HOOKED! My thoughts bothered me all day at work. I hated to admit it but I think I was falling in love with Samantha. That bothered me a lot. She needed someone her own age or at least a lot closer that the generation gap between us! I made up my mind to have a heart to heart talk with her the next time the opportunity presented itself. I got home and took the girls out to supper, then we went back home and watched a video they wanted to rent. Samantha was wearing a short skirt and a sweater that showed off her cleavage quite nicely. During the evening she seemed a lot more friendlier to me than usual. Like hugging me and hanging around me. I was afraid the other girls would pick up on it, but if they did they kept it quiet. We decided to play Uno for a while. Teri had a baby sitting job and was waiting to be picked up so she wouldn't be playing too long. Once we had played a few hands, Samantha got us all a coke from the fridge. Then instead of sitting back in her chair she came over and sat in my lap. I didn't want to cause a scene, so I asked her what she was doing. She just said that this was so much more comfortable that her chair. The other girls didn't seem to care so we went on playing. Then Teri"s ride came and she left. That left just three of us playing. The heat from her bottom combined with her purposely wiggling on my lap produced a boner. When she felt that, she wiggled her ass against it even more. I was having a difficult time concentrating on the game. Samantha to my relief got off my lap and went to the bathroom. But when she got back she again sat in my lap! Before long Susan got up and went into the bathroom. As soon as she did, Samantha got off my lap and unzipped my pants after I struggled with her not to. She told me top be quiet Susan would hear us. She fished out my hard cock and bent down and took it into her mouth and gave it a few sucks. Then she turned and while holding my cock up she sat down slowly. I realized that she didn't have any panties on. My cock slid fully into her already wet pussy. Just as I was about to make her get off Susan came back into the room. So here I was with Samantha siting on my lap with my cock buried deep into her pussy with my girl friend's daughter right across the table from us. It was agony, but not without its pleasure for sure. She didn't make any sudden up and down movements but now and then she would kind of shift on my lap on purpose. Plus as we played cards, her pussy began spasms around my cock. Then I realized she was squeezing and releasing me with her pussy muscles! How would a 14 year old girl have such muscle control" But she did. Well I don't know how I was able to pull it off, but I had an orgasm sitting right there at the table and I didn't make a sound! I shot gobs and gobs of cum in he pussy and she knew it as she moved on my lap more than she had been. When my cock stopped twitching inside of her, she sighed and let her weight down on my lap. When we decided to quit playing Susan got up and went into the kitchen. Samantha stood slowly allowing my cock to slide out of her with a slight pop. She turned and looked at my flaccid wet cock and smiled, then went into the kitchen with Susan. I zipped myself up in disbelief! What had I gotten myself into" Again Sunday Morning found Samantha sucking me awake. We did 69 until we both climaxed. It was warm enough out that the girls wanted me to get my boat and take them tubing on a near by lake. I thought it was a good idea and went to my place and hooked up the boat. I had a semi erect cock most of the time. Samantha was something to see in her two piece suit. Her flawless tit flesh was displayed nicely. All IU could think about is how we hadn't tried a tit fuck yet! I made a mental note to do so the next chance I got. Little did I know there was sex in the horizon long before I would have thought. There were several islands on the lake where you could anchor your boat and swim. The bottom was nice and sandy. The girls had brought blankets and wanted to lay on the sand for a while. I had a couple of regular inner tubes in the boat, so I floated not far from the island in one of the tubes. It wasn't long and Samantha swam out to me. The other girls seemed to be enjoying the sunbathing on the island. Samantha reached my tube and said, "Turn over and lay on your stomach" "What" I asked. "Lay on your stomach like we do when tubing" I rolled over and she ducked under the water and came up inside of the tube below me. I gasped as I felt what she was going to do. She pulled the waist band of my trunks down exposing my cock. Then she began to suck me off right there. I protested, and she stopped long enough to tell me not to worry no one could see her. Then she went back to sucking my cock. I blew my load into her hot mouth with a groan. She didn't stop as I felt her lick and keep playing with it as it softened. Then she began sucking again. I hardened in her talented mouth and as my second load shot into hr mouth the other girls were up and calling for me to come in. Samantha let go of my spent cock and went under water, surfacing about 20 feet from me, and swam over to the boat. We got our stuff together and all the way back to the boat ramp my cock tingled from my double blow job. Every time I looked at Samantha, she would smile and run her tongue across her lips in a very seductive manner, driving me crazy! I realized that this young vixen had a strong hold on me and I seemed power less to do anything about it! I worried about what would happen once my girlfriend got back. Monday afternoon we all rode to the airport and picked her up. I had a heart to heart with Samantha about being very careful now. She assured me she would behave. And she did for the most part. Whenever my girlfriend was at work and the opportunity presented itself, Samantha and I would meet and go to my house for sex. She usually always wore a skirt with no panties, she would bring a pair in her purse for later. But during the ride to my house she would put her back to the passenger door and finger herself to orgasm in front of me. Then she would blow me while I was driving to my house! To be quite honest with you, after about three months of fucking two woman I was getting exhausted! It showed up with my girlfriend also. Quite a few times I couldn't get hard. But with Samantha that was never a problem. The other day Samantha seemed unusually happy when I picked her up. When I asked her what was up, she just told me she would tell me when we got to my house. We didn't quite make it right away. She was sucking my cock and then stopped and asked me to take a back road. I went onto a dirt road I knew of and we ended up pulling off into a side trail that led into woods. Once the car came to a stop she had me slide over and mounted me. "I wanted you in my pussy when I tell you" "Tell me what?" She looked me in the eyes and seductively thrust down on my cock as she said, "I"m going to have a baby" "WHAT YOU'RE ON THE PILL" She pumped a few strokes more and said, "I stopped them 2 months ago, I want to have your baby" She began pumping even faster , "Cum in me".Pleeeease" and she went into an orgasm that took me right along with her. Now what the Fuck am I going to do"