Her older friend Tracy, who sat on the bed across the room, had a little more experience with alcohol. She was feeling light-headed but in control. She and Mandy had been friends for a year. Mandy may have been four-years younger than Tracy and still at school whilst Tracy worked as a secretary in the City, but they lived down the same small suburban road. Or more specifically, their respective parents who they both resided with lived down the same road.

They were quiet different from each other. Mandy was sweet and quiet, rather shy around boys despite being extremely pretty. Tracy was quite boisterous, extrovert and frequently lewd! However, the two young ladies got on well together. Tracy had no siblings whilst Mandy just had a little brother, so they were like sisters.

Right now they were having a girly-evening, sitting in Tracy's bedroom with some wine, music and plenty of female chatter. Actually it was mostly Tracy who did the chatting. She was an experienced young woman, in more ways than one. She'd quit school at sixteen to live with an older man, then when that broke up after a year she'd gone travelling around the world for eighteen-months, then returned home and started working in an office and spending her nights partying in town - she was a wild-child, although not one who was totally out of control! She'd never do anything to horrify her parents. Apart from when she went to live with the older man when she was sixteen. And there was something else she'd done recently that her parents would not approve of - but they didn't know about that. In fact, none of Tracy's friends knew about it, although she intended on changing that this evening.

"Hey Mandy, you awake?" Tracy asked.

"Mmmm?" Mandy replied, eyes opening, "Oh, yeah, just....listening to the music. I feel a little tipsy."

"That's the whole point," grinned Tracy. She wanted her young friend to get a bit drunk, just so she would come out of her shell a little. Mandy's shyness was quite adorable, but at times it could be infuriating.

"So, what are you up to tomorrow?" Mandy asked.

"Well, I'm round at your place aren't I?" Tracy replied.

"Are you? Oh yeah, babysitting Sammy." Sammy was Mandy's little brother. Mandy and her parents were going out tomorrow evening to a meal, but Sammy didn't want to go, so Tracy would babysit him, as she'd done a couple of times in the past.

"Yup, I'm taking care of the little terror," Tracy confirmed, "Should be fun. He's a laugh your brother, we have a good time when I babysit him."

Mandy giggled. "What would a grown woman like you get up to with a twelve-year-old boy?"

"Nothin'," shrugged Tracy, "Just playing computer games and stuff. Your brother's funny, he's a lot different to you, he chatters on constantly, a non-stop stream of random thoughts and opinions of a daft pre-teen boy. It can be quite instructive on how the male mind works."

Mandy smiled and nervously sipped her drink. References to her own shyness only made her more shy. She began to blush a little. Tracy admired how attractive her friend was.

Many had the most adorable face imaginable, lovely bright blue eyes, a cute little nose and the sweetest of smiles. Her bright blonde hair was cut fairly short. She was wearing a pair of jeans and a thick red jumper because she was often a little shy about her body, although there was no need. She teenager was petite - five-foot-three, very slim - but her body was gorgeous. Tracy had seen Mandy in a swimming costume once when they'd gone to the local pool and both Tracy and every male in the place had admired Mandy's body; delicate, firm, sweet round tits, a flat belly and a delicious behind.

Twenty-one-year-old Tracy was a lot different from her best friend though. She was dark-haired and tall at five-foot-eight, slim with small pert tits and a firm arse atop her long slender legs. She had shoulder-length chestnut-brown hair, currently tied up in pig-tails that appeared to sprout wildly from the side of her head. She had large brown eyes that matched her hair, a sharp, slightly upturned nose and a sexy, mischievous grin. At the moment Tracy wore just a tight red T-shirt with "Babe" written across it in pink glittery writing, and a pair of fairly skimpy white knickers. Tracy had removed her jeans and socks earlier, complaining that it was 'a bit hot in here', and Mandy had thought nothing of it, except to feel a little jealous that she could not be as confident about her body as Tracy was, even though intellectually Mandy knew she had a nice figure. She just needless worried that it wasn't nice enough. She'd been uncomfortable that time at the swimming-pool, strolling around in the skimpy yellow two-piece bikini, feeling every boy's eyes on her and worrying that they were noting flaws in her trim, flawless figure.

"Hey Mandy," Tracy began, "I got something to show you."

"What?"

"You can't tell anyone right? No-one. Certainly not my parents."

"Yeah, I won't tell," Mandy insisted.

Tracy grinned. She knew her friend was so shy that she'd barely be able to tell anyone a secret even if she wanted to!

"Well, a couple of months ago," Tracy began, "I decided to approach a porn mag for some cash. Just a top-shelf magazine. I just thought it'd be fun and I could make a little cash."

Mandy just nodded. She didn't doubt her wild friend would have done such a thing.

"Here, I'll show you," Tracy said, and she got off the bed. She turned and bent over, reaching under the mattress. Her firm round hehind was thrust at Mandy, the pure white material of Tracy's knickers riding up her arse-crack somewhat. Mandy gazed at her friend's behind. Mandy was a virgin, had never had a boyfriend at all, and it felt slightly exciting and novel to be seeing someone else so scantily dressed, even if it wasn't the gender she was interested in (or at least, not the gender she was primarily interested in - Mandy had been having some rather naughty thoughts about other women recently, amidst all the naughty, frustrated thoughts she had about men and boys.)

"I think under the mattress is the traditional place to keep porn mags isn't it?" Tracy grinned as she whipped out a glossy magazine from the aforementioned location, "Or at least, that's where boys are meant to keep them aren't they? My dad does! I've been in their room a couple of times to borrow mum's make-up or somethin', and I checked under the mattress on my dad's side for a laugh and I found some mags. Nothing wildly perverted, alas, but still a good half-dozen copies of Literature One Reads With One Hand! Good 'ol dad! It's nice he still has such a healthy interest in ladies. I wonder if he still gives mum a good seeing to? Hmmm. I guess he must, they go to bed early, but their room is right down the hallway so I never hear them going at it. Maybe I could stand outside the door sometime and see if I can listen out for any sounds of bed-springs being put to the test. Heheh! Shit, I just thought, I should check my mum's side of the bed and see if she's got any porn mags. She might have sones like Women Only, full of pics of muscular guys with their dongs out. Heheh! Y'never know eh? Maybe your brother has porn mags under his bed too Mandy. Do you ever check 'cos you should do. I bet Sammy's got a nice stash of girly magazines. Let me know eh? If he hasn't I'll pinch some of my dads for him."

Mandy blinked, slightly embarrassed at all this talk of parents having sex, porn magazines and such things. She was used to Tracy's inspired, hundred-words-a-minute monologues, usually lewd in nature, but often they embarrased poor Mandy, especially ones like this one. Sammy having porn-mags under his bed? Mandy thought it a bizarre thing to suggest. Not just bizarre but rather unlikely! Sammy was twelve! He was always playing Mario Kart on his X-Box or watching Star Wars. Mandy didn't think the little scamp would even know what sex was.

"Anyway, here we are," Tracy said, strolling confidently towards the chair on which Mandy was sat. Mandy sat up and looked with big blue eyes full of curiosity as Tracy came to stand next to her. Tracy casually tossed the copy of Men Only into her friend's lap.

"Cor, they put you on the front," gasped Mandy, staring at the cover on which, clear as the day, was a picture of Tracy laying back on a bed, smiling seductively and kitted out in rather sexy red underwear, garter-belt and stockings.

"Yup, I'm their cover-girl," confirmed Tracy, "Obviously it's nothing special, it's only a cheap little rag. But hey, they paid me, and it was fun doing it. I was shocked that they stuck me on the front though. Complimented, obviously, but still shocked. I mean, what if my dad saw it! He hasn't, I know, 'cos he'd say something if he did. Luckily the shops around here don't stock top-shelf mags so I'm cool. It was a couple of editions ago too so there'll be new babes staring off the covers of this magazine now. No-one else has noticed it's me although, shit, there was this funny time in a shop in town the other day. I was speaking to my old Geography teacher, Mr Davidson, in this shop right, and I'd just bought some cigs and he said hello. We chatted a little bit, all friendly like, and he made some daft comment that he couldn't tell me off for smoking anymore - he'd done just that when he caught me sparking up when I was fourteen - and I laughed and so on and so on. Just a nice chat with an old teacher. Anyway he asked me what I was up to these days and I told him I was a secretary in town and he said 'Oh good, you're settling down at last Tracy, blah blah blah' and I was nodding and shit when I looked over his shoulder and saw myself on the cover of the Men Only mag. I hadn't been in this shop before, didn't know whether they'd stock it, and not only was it on the shelf but was kinda like at the front, not partially hidden by any of the other porn rags. It was there, on display, that fucking magazine with me laying their like a slut in my sexy underwear and the words "Hot Secretary Tracy Strips And Spreads Inside!" Yikes! Mr Davidson could have turned round to see it. How embarrasing would that have been? He mentioned he was in to get a copy of some magazine, National Geographic - the boring sod, although he could have been in for porn and that was just a cover-story - and I just blurted out "Oh, they don't have it here," just to get him out of there. Mr Davidson still sees my parents occasionally, they're on some neighborhood-watch sceme y'know? So I didn't want him seeing it, of all people. I said to him, I said, "They haven't got it sir, best try somewhere else," but he says "Sure, they must have," and he turns and starts scanning all the mags. I do too, almost going cross-eyed as try to simultaneously look at all the magazines whilst also seeing where he's looking, shitting a brick as his eyes roam upwards, towards the top-shelf, towards the magazine on which I'm laying there in my underwear with promises that, inside, I Strip And Spread! Luckily I saw the National Geographic mag and I grab it and go "Here it is sir," and he says "Thanks" and makes his purchase, says goodbye and leaves. I almost shit a brick."

"Oh," Mandy smiled, amused at this tale, and also the way her friend could seemingly talk with barely a pause for breath. She looked down at the magazine in her lap.

"Have a look then?" Tracy urged her.

"Okay," Mandy replied. She opened it up to a random page. It wasn't Tracy but a different woman - blonde, big-tits, too much make-up - on all fours with her shaved cunt and arse thrust at the viewer. Mandy blushed, wishing she could flick through this infinitely curious magazine in private rather than under the gaze of Tracy.

"I start at page 24," Tracy declared.

Mandy flicked to the appropriate page and, indeed, here was Tracy, sitting on a bed in her sexy red lingerie. There was a box of text in the corner, which introduced the model. It said:

Tracy is our March cover girl, and this hot 21-year-old brunette is just the sort of babe to warm up our readers as the nights draw in! She's a secretary and says she hopes all her colleagues at her office see her in the magazine. This horny lady looks fantastic in stockings, but wouldn't you love to see her in YOUR stocking on Christmas morning guys?

"You want people at work to see this?" gasped Mandy.

"No, of course not," tutted Tracy, exasperated by her young friend's naivety, "They just make that up. They could have given me a false name if I'd have wanted, but I didn't bother, I mean, if my parents or someone see it they'll fucking know it's me without having to check out the name. They're not going to think 'Holy shit, that young woman on the cover of this pornographic magazine is identical to our daughter, the exact same as her, it must...oh wait, it says her name is something-other-than-Tracy, I must be mistaken.' Fuck it. I just used my name. If someone did recognize me in it and they pointed out to me, I'd just say 'Yeah, I'm in a porn-mag, but you read the fucker'. Heheh. I'd say that to my dad too if he saw me in it. Well, come on Mandy, flick through, tell me what you think."

Mandy began turning the pages, not sure what she was meant to be evaluating here. Tracy's underwear? Her body? The artistic quality of the lighting? She went through the pages and with every picture, Tracy was wearing less and less. Soon she was naked, her small but perfectly formed tits on display, dark nipples hard and erect. She had a furry cunt which in one pic she was unashamedly spreading, showing off the pink moist lips. For the final picture, which was spread across two whole pages, Tracy was on her hands and knees, flashing a sordid grin over her shoulder, arse-cheeks spread, dark puckered anus the central focal-point of the image, the bit to which the eyes were drawn. It was such a big picture that Mandy - blushing very much by now - could make out every detail of her friend's behind; the dark wrinkles eminating from her arsehole, the handful of freckles that dotted her bum-cheeks, the way the studio-lights shined brightly off the glistening pink lips of Tracy's snatch that hung below her anus.

"Nice eh?" Tracy grinned. She took the magazine from Mandy, who was looking a little uncomfortable, and shoved it back under her mattress. She turned and hopped onto the bed. "Whaddya think?"

"You...have a nice body," Mandy admitted. She drank a couple of big gulps of wine and smiled as she felt the alcohol race into her system and chill her out a little. "Very nice." She obviously didn't feel uncomfortable that Tracy was sitting around in just a small T-shirt and knickers, not now that she'd seen every intimate part of her friend's body, albeit in just photographs. She suddenly wanted another look at the mag - just out of curiosity she told herself - and wondered if she could summon the courage to ask to borrow it. Or even better, to ask if Tracy had a spare copy.

"You should be in one," Tracy said, sipping her wine.

"In one what?" asked Mandy.

"A porn mag!"

"No way!"

"You'd be perfect. You're very pretty Mandy, and you have a fantastic, sexy little figure, if only you'd show it off a little more."

"Show it off?"

"Yes. Instead of wearing big ol' jumpers and things, kit yourself out in some tight T-shirt and shorts."

"Or I could sit about in just my underwear like you're doing now."

"That's the spirit. Come on, take 'em off, show us those sexy legs."

"I'm not taking my jeans off now!" giggled Mandy. She sipped her wine, suddenly desperate for the subject to be changed. Tracy saw her friend's anxiety.

"When are you going to get a boyfriend girl?" Tracy asked Mandy.

"Dunno," shrugged Mandy, "I haven't met anyone I liked."

"Well, who would your ideal man be?"

"Not sure."

"You're seventeen, you should have an idea."

Mandy thought for a moment. The wine hadn't made her lose all inhibitions but she did feel a little more open."

"Well," Mandy began, "I'd like a nice quiet guy. Like me I guess."

"And...?" urged Tracy. She had known Mandy for a year but had to admit that she didn't know much about the girl, she was so reserved. Certainly she had no idea about the Mandy's attitudes towards boys and sex. Tracy knew Mandy was a virgin, although she hadn't had to ask, it was just patently obvious. She wasn't prudish, but certainly inexperienced, unlike Tracy who'd lost her virginity at fourteen and, in the seven-years since then, had fucked about thirty different guys - some younger than her, many older, and sometimes more than one at the same time!

"I'd like a man..." continued Mandy, who then changed her mind about something, "No, not a man. I mean, a boy I guess. I wouldn't want a really old guy, not even over twenty. I'd feel a bit, y'know, threatened if he was really experienced. So a boy would do me. About my own age. And um...yeah, fairly quiet, not too overbearing and forceful. It'd have to be someone who cared for me, who I knew well and who I was comfortable with."

"What about looks?" asked Tracy, surprised that Mandy had admitted so much already. Plying the poor girl with wine was worth it after all!

"Looks?" pondered Mandy, sipping her wine, "Ummm...not sure really. I like dark-haired boys I guess. Nice dark hair. Brown or black. Nice eyes too. But er...I'm not that bothered about looks. I just want a pleasant guy who'd, y'know, be gentle with me."

"Well, we'll find you a boy fitting that exact description, don't you worry Mandy."

"Oh, I'm not that bothered about finding one now. I'm no hurry."

"I bet you are!"

"I'm not! Seriously. When I a nice guy who fits that description and he feels the same way about me and stuff then, y'know, I'll be okay. I'm not in a rush right now." Mandy cleared her throat and asked what music was currently playing on the stereo, just to change the subject.

Tracy smiled to herself. She was happy to start chatting about the music, but inwardly she was making plans. She'd help poor quiet Mandy lose her virginity.

The only thing that was missing was a boy who matched Mandy's requirements, and Tracy couldn't think of any she knew that fit such a description.

An hour later, at about ten o'clock, Mandy left Tracy's house, pausing to say goodbye to Tracy's parents who were sitting watching TV in the living room.

"I'll probably see you tomorrow then," Tracy said on the doorstep (she'd put some jeans on, finally.) "When I come to babysit your brother Sammy."

"Okay," Mandy smiled, feeling half-drunk and quite happy at having had a chat-about-boys, something she'd never done before with any other female friends, "See you then."

"Bye Mandy."

"See ya Tracy. G'night."

Tracy shut the door as Mandy strolled down the path, up the road a little and to her own house.

Mandy used her key to let herself into the house. She kicked off her shoes and ducked briefly into the living room.

"I'm home," she said.

"Hi honey," Mandy's father replied. He was sitting on the sofa with his wife, both of them watching a sitcom on the TV.

"Did you have a nice evening?" asked her mother.

"Fine thanks. Tracy and me just had a chat and listened to music. Nothing exciting. I'm off to bed now."

After her parents had wished her goodnight, Tracy went upstairs. She knew her mum and dad wouldn't moan at her for having a few glasses of wine, but she was still glad they didn't know she'd had almost half a bottle. She felt light-headed and tired. Mandy went to the bathroom and had a shower. As she soaped up and then rinsed down her sweet nubile body, she pondered the various things she'd chatted about with Tracy. Her confident, chatterbox friend had insisted Mandy should show off her body. Mandy had to admit she did have a nice figure, certainly slim and well proportioned. She just wish she did have the confidence to show it off. Maybe she would get some clothes like Tracy's, some tight shorts, T-shirts that showed off the mid-rift, things like that. Then again, Mandy thought, it'd be best to wait until Summer when it was warmer. That provided a convenient excuse to put off such daring sartorial acquisitions.

After hopping out the shower, steam rising from her slippery, wet, naked body, Mandy towelled herself dry then put her clothes into the laundery basket. The seventeen-year-old blonde put on a lemon-yellow dressing-gown and left the bathroom.

On the way to her bedroom, she encountered her brother, Sammy, who left his room and almost bumped into his big sister.

"Watch where you're going squirt," Mandy chided him.

"I was watching where I was going," Sammy sniffed, "I intended on almost bumping into you." Sammy was a good looking twelve-year-old, very cute and boyish. He was slender, had permanently wild spiky black hair, a cute button nose, sparkling blue eyes full of mischief and cherubic cheeks dotted with freckles. "And don't calle me squirt," he added.

"You are a squirt," grinned Mandy.

"I'm almost as tall as you," insisted Sammy. He was actually four-foot-ten, a full five-inches shorter than his sister. He stood on tip-toes to shrink the difference in height a little, albeit temporarily.

"Calling you squirt wasn't a reference to your height," Mandy pointed out, "It was a reference to your attitude."

"What does that mean?"

"It means you're...an annoying prick."

"You're an annoying tit."

"Better a tit than a prick."

"So you're admitting your a tit then?"

"Only if you admit you're a prick. If so, we're quits."

Sammy stood there with a quizzical look on his face, trying to determine if he'd just won this arguement. He couldn't decide so he just decided to assume he had won the arguement and left it at that.

"Why aren't you in bed?" Mandy asked the boy, noting that he was still dressed in jeans and an oversized Linkin Park T-shirt, "It's past ten."

"I'll go to bed when I want. Besides, I was going to go to bed, but a certain bathroom-hogging annoying big sister has spent the last twenty-minutes in the shower. You women, always in the bathroom for sooo long. Vanity, that's what it is. Pure vanity."

"Well, the bathroom is free now," Mandy said, snootily, and she walked round her kid brother and strolled towards her bedroom, "It's all yours squirt."

"You tit," called Sammy.

"Prick," retorted Mandy.

"Shower-hogging dork."

"Freak of nature."

"Silly cow."

"Gimp," Mandy said, and she quickly shut the door to her bedroom, ensuring she'd won the regular trade of insults she had with her brother. God, that kid could be so annoying at times she thought. Mandy undid the belt on her robe then suddenly heard her door open. Quickly she did the robe up again and turned to see her brother standing in the doorway.

"What's a gimp?" he asked.

"Sammy! Don't you ever knock! I was about to get undressed."

"What's a gimp though?"

"I'll tell you if you promise that you'll knock next time."

"Okay, okay, I promise I'll knock next time. Now tell me what a gimp is."

"Say please."

"Please," sighed Sammy, impatiently.

"A gimp," began Mandy strolling towards her brother and lightly pushing and nudging him over the threshold of the door, "A gimp," she continued, "Is what you are." And with that, she shut the door in her brother's face and leaned against it in case he attempted to force his way back in to continue this pointless battle.

"You cow!" whined Sammy from behind the door. He tried the handle, not surprised that the door wouldn't open.

"Sammy, what did you call your sister?" came Sammy and Mandy's mother's voice. Mandy giggled. Her mother had obviously just come up the stairs.

"Mandy's being silly," Sammy said, "She called me a gimp."

"What's a gimp?" his mother asked.

"I asked her that but she just said a gimp is what I am."

"Oh, nevermind. Just stop having petty rows with your sister. It's late, have a bath and get to bed sweetheart."

"Okay mum."

Sammy went off to the bathroom. Mandy giggled, having listened to her brother and mother whilst standing near the closed door in her bedroom. She suddenly felt tired, the wine having fully caught up with her. She slipped out of her robe and put on her pyjamas before climbing into bed.

The following evening, Tracy walked over to Mandy and Sammy's house. She was dressed in a tight pair of white jeans and a pink T-shirt, cut short to expose her flat mid-rift. She had a pair of white tennis-shoes on and short white socks, her long well-toned legs on display. Her Autumn brown hair was pulled back in a pony-tail, held in place with a red ribbon. She swung a pink hand-bag she carried with her all the time as she walked up the path to the house. She rang the doorbell and Mandy answered.

"Hi Tracy," Mandy smiled.

"Wow, you look nice," Tracy commented as she stepped into the house.

"Thanks," blushed Mandy. She was wearing a Little Black Dress and had a flashy pearl-neclace on and high-heeled black shoes. Tracy had never seen her young friend looking so glamorous.

"So where are you going then?" Tracy asked.

"Just to a restaurant in town," replied Mandy, shutting the front door, both young women standing in the hallway, "It's my dad's business partner, he's celebrating some big deal or other and is taking his family and dad's all out for a meal. Sammy didn't want to go though, he thought it would be boring. You don't mind looking after him do you? I know mum is paying you and stuff but, y'know, it's not keeping you from anything is it?"

"Nah, don't worry about me," Tracy said, "I don't normally go out on Friday nights, is usually Saturday nights. I don't mind. It's fun. You're brother's a laugh."

"He's a pain in the arse," moaned Mandy.

"What's he done now."

"Ah nothing, don't worry about it. Wanna come into the living room Tracy? I'm ready to go out but my parents are still getting ready. They won't be long."

"Okay."

They both went into the living room. It was a spacious room at the back of the house, two black leather sofas sitting across from each other, a smoked-glass-top coffee table in between them. In the corner of the room was a big Plasma Screen TV. A games console sat nearby, presumably to keep Sammy amused that evening.

Tracy sat on the sofa and watched idly as Mandy went to the mirror that hung over the fireplace and began doing a few last minute checks; smartening up her short blonde hair, checking her glimmering ear-rings were in properly.

Just then, Sammy came strolling into the room, wearing his beloved, tattered Nirvana T-shirt - far too big for him still - and scruffy black jeans. His hair, as always, was sticking up all over the place. He looked like a minature rebel.

"Hi Tracy," he grinned, cheekily, trying to act all cool.

"Hey kiddo, what's up?" Tracy replied.

"Nuthin', just looking forwards to getting all these adults out the house. They're boring. Parents eh?"

Tracy smirked, amused at the boy's early descent into a rebellious 'parents-suck' attitude.

"You don't count me as an adult then?" Tracy asked.

"No, you're too cool to be an adult. You play computer games and stuff with me, and you dont' tell me off when I say rude words."

"Do you count your sister as an adult?" Tracy asked Sammy.

"Yeah."

"But she's younger than me," pointed out Tracy. Mandy had now turned, having heard her name mentioned.

"Yeah, I know she's younger than you," explained Sammy, not caring that his big sister was listening, "but she's boring and stuff."

"I'm not boring," declared Mandy, "I'm just not stupid and immature as you Sammy."

"I'm allowed to be immature, I'm a kid."

"A particularly stupid one," Mandy insisted.

"Why are you dressed up like that?" Sammy asked.

"Because we're going to a very fine restaurant, very posh and glamorous," Mandy explained.

"Well you won't fit in, you look like a tart," Sammy cheekily told his sister.

Tracy would have thought that such a statement would have reduced poor fragile Mandy to tears, given her evident (and misplaced) lack of confidence. However, the girl didn't bat an eyelid.

"Oh, you're just saying that," Mandy smiled, acting all charmed.

"I didn't mean it as a compliment," Sammy insisted.

"I bet you did," Mandy giggled, stepping towards the boy, "I'm sensing a lot of hostility here, I think you find me just so attractive that you're trying to hide aren't you, trying to mask your developing interest in girlies with all this macho hostility. Eh? Isn't that the case."

"No," snapped Sammy, glancing over to Tracy for support. She just shrugged and giggled.

"Ah, I know," Mandy declared, reaching out and placing her hands on her little brother's slender shoulders, "You're just cheeking me to impress Tracy aren't you? You have a little crush on your babysitter and you're cheeking me to impress her eh? How sweet."

"No, that's not it! You're a liar," argued Sammy, squirming in an attempt to escape his sister. He couldn't, however, she was firmly gripping his shoulders.

"Aw, my sweet little brother, all shy in front of the girlies. Giz a kiss." She leaned down and puckered her lips.

"Gerroff," whined Sammy, freeing himself from his cruel big sister at last, he strolled away from her. "You're weird, leave me alone," he complained. He leapt onto the sofa and sat next to Tracy.

"See Tracy," Mandy grinned, triumphantly, "that's how you deal with naughty little boys - just threaten to kiss them. Now you behave for your babysitter Sammy, or she'll try and kiss you and you won't like that will you?"

"No," snapped Sammy, "I mean, yes. Er...No. Shut up. Go away."

Mandy giggled and then saw her parents enter the room. Hellos were said to Tracy before the couple asked their daughter if she was ready.

"Yeah, I'm ready mum," Mandy replied.

"Let's go then," said her father, "See you Tracy. Bye Sammy, be good."

"Have fun," Sammy smiled. When his parents had left the room he muttered "Weird cow," to his sister. Mandy just blew him a kiss. Sammy responded by sticking his tongue out.

"Bye," Mandy called to Tracy. Then she and her parents left the house.

"Let's play computer games," Sammy declared, practically flinging himself off the sofa towards the gams console, "I got a new Star Wars game the other day, it's dead neat."

Tracy watched the boy put the game on whilst she thought about the amusing bickering between Mandy and Sammy.

It was curious, Tracy thought, how Mandy was so shy with everyone, especially guys, but was so confident with her brother. She could beat him in arguments, could display total confidence with him and, whilst normally anxious about the way she looked, Mandy could quite easily ignore a jibe about her looking like a 'tart', and furthermore twist it around to mock her brother. She was like a totally confident young woman with her brother. It was just a shame she couldn't display the same self-assurance with other boys.

I guess it's hardly surprising Mandy is so self-assured with Sammy, Tracy idly thought, After all, he's only twelve, he's just a kid. He and his sister have grown up together, and despite all their bickering they must surely love each other...

Tracy slyly grinned to herself. She'd just found the perfect boy to take Mandy's cherry.

The only thing that needed to be done first, however, was to see if the lad was up to the job.

An hour later the sun had set and the curtains were shut. The living room was well-lit with the various lamps. The flickering light from the TV - on which Sammy was playing his beloved Star Wars game - illuminated the boy's cute wide-eyed face.

"Look at this," he was saying, not taking his eyes off the screen as he engaged in some noisy spacebattle, "All I gotta do is blow-up that guy...like that...then I...shoot this spaceship...gotcha! Then I do this..."

"Mmmm-hmmm," nodded Tracy. She was kneeling on the floor next to the boy. Normally she actually quite liked computer games, they were fun, but since her little idea earlier she'd been unable to concentrate on Sammy's repeated attempts to destroy a seemingly endless supply of Tie-Fighters.

"Then," Sammy was saying, commentating on his progress, "having destroyed all of them...oh shit, still one left...gotcha...right, now...I duck through these two ships...yeah? Like this. See that? Right...now I gotta...ah nuts."

Tracy had been admiring the boy's face through the corner of her eye, noting how sweet the freckled little lad looked. She then glanced at the screen to see what the boy was swearing about now. His spaceship had just been destroyed. The words "Game Over" floated across the pixelized image of burning wreckage floating in space.

"Wanna go?" Sammy asked, thrusting the key-pad towards Tracy.

"Ummm, no, I'm okay Sammy."

"Are you sure? You haven't had a single go all evening. You normally like these games."

"Well, yeah, but how about we do something else Sammy?"

"Okay," shrugged the boy. He flicked the computer game and the TV off. He wondered what Tracy had in mind. Sammy figured it would probably be fun, Tracy was a good laugh, she must have some interesting activity to do. Preferably something his parents shouldn't know about. Like any twelve-year-old boy, he knew that the most fun things to do were those things that your mum and dad would not approve of.

"Can I have some wine?" he suddenly asked, having remember how he'd tried to get Tracy to let him have some the last time she babysat him. She'd refused but Sammy had seen that she'd been close to relenting.

"No," replied Tracy. She got to her feet.

"Can I have a cigarette?" Sammy asked.

"No, I don't have any, I quit."

"Shall we order a big pizza and scoff the lot and charge it to my dad's credit-card?"

"No."

"How about..." began Sammy, pausing as he tried to contemplate any other mischief he could talk Tracy into letting him get up to, "We could...erm..."

"Come and sit here," Tracy said as she sat down on the sofa, "Next to me."

Sammy hopped to his feet and enthusiastically leapt onto the sofa, kneeling sideways and facing towards Tracy. He picked his nose as he turned to look at her.

"What are we going to do?" he asked.

"Not pick our noses for a start," Tracy said.

Sammy pulled his finger from out of his nose.

Such a cute little nose, thought Tracy, Nice and freckled. Gorgeous eyes too. Bright blue. Just like Mandy's...

"What?" asked Sammy.

"Hmmm?" Tracy responded, realising she'd been gazing at the boy's face for a few seconds, "Oh, nothing."

"What are you looking at?" asked Sammy. He wasn't beligerant, just puzzled why his babysitter was gazing at him in such an odd fashion. He reached out and poked her shoulder. "Tell me. Tell me what you're staring at me for, you weird woman you."

"Don't call me weird," said Tracy, calmly.

"'Don't do this', 'Don't do that'," huffed Sammy, turning and sitting down properly on the sofa, "You're like mum and dad and Mandy, telling me what not to do. What are we gonna do?"

"I have a proposition," Tracy said, in a slightly hushed voice.

"A what?" asked Sammy, "What's that?"

"It's like a request," Tracy explained, "A favour."

"What is it?" Sammy asked. His childish interest was sparked. No adult had ever made him a 'proposition', especially in such a conspirital tone of voice.

"Have you got a girlfriend?"

"No," replied Sammy, quickly, "Girls are stupid. They just go around talking about boy-bands and babies and...stuff."

"Don't know much about girls do you Sammy?" giggled Tracy.

"I know my sister, she's a girl, and she's stupid."

"What about me?"

"You're not stupid, you're cool."

"But I'm a girl."

"Yeah but...you're...y'know....Hey, why do you want to know anyway?"

"Do you know where babies come from yet Sammy?"

"Duh! Of course. We did that in sex-education." The boy sniggered. The word sex was just so damn funny!

"So you don't have a girlfriend?" Tracy pressed him.

"No. Why?"

"Do you want one?"

"Are you asking me out?" giggled Sammy.

"No, but I'm sort of asking you out on behalf of a friend of mine."

"Who?"

"Not telling."

"C'mon, who," demanded Sammy, full of curiosity, "You're pulling my leg," he suddenly concluded, "You're silly."

"I'm not. I have a friend who you'll be perfect for. I'm playing match-maker."

"Yeah, but that's silly, your friends are, like, really really old and stuff. I'm a kid."

"Ah, but this friend is younger than me," explained Tracy, "But older than you."

"Who is it?"

"I won't say. It'll be a surprise, a blind-date."

"Are you serious?"

"Absolutely. I swear, I'm serious."

Sammy smiled. He still wasn't entirely convinced of all this. He wasn't daft. But despite his casual dismissal of 50% of the human population as 'stupid', he did rather like girls, had certainly began to take a bit of notice in them recently, and the idea of being set up with some friend of Tracy's sounded rather fantastic, even if it did sound somewhat unlikely. "Okay," he said, "What do I do? Are you going to send us out on a blind-date?"

"Sort of," shrugged Tracy, "But I gotta test you first."

"How? Whaddya mean?"

"Don't pick your nose," sighed Tracy.

"Sorry," Sammy said, taking his finger out of his left-nostril where it had strayed once more a few seconds ago.

"Now, this blind-date," Tracy continued, "Basically, what it is right...and you can't tell anyone about this, 'kay?"

"Okay."

"Right. Now this blind-date, basically, will involve you having sex with this girl."

"Which girl?"

"The one I'm setting you up with, silly. My friend."

"Sex? You mean, you want me to do it...with one of your girlie mates?"

"Yes," replied Tracy, matter-of-factly. This was the crunch time. Would the boy revert to type and start going all 'girls are gross, ugh, no way'?

"Okay, sounds cool," Sammy replied, then added, "You're pulling my leg aren't you?"

"No. If you accuse me of that one more time kid I'll forget the whole thing and you won't be able to 'do it' with this friend of mine."

"Is she pretty?"

"Very pretty."

"Who is she?"

"I won't say. Not until I introduce you to her on the big-day."

"When's the big-day?"

"Tomorrow perhaps, I'll see if she's free."

"This is so cool," Sammy grinned, looking upwards, dreamily, "I'm gonna do it! I'll be the first boy in my class to do it, I reckon. Timmy says he's done it but I don't believe him. He's this loud-mouth who sits next to me. He said he got off with Alison Taylor who's in the year above us and though she's a tart who I know definately let Tommy feel her boobs at Jenny Wilkinson's party last month, I don't think Timmy's done it with her, he's lying. He always tells lies."

"Sammy, I have no idea who these people you're on about are," grinned Tracy.

"Oh, sorry."

"Anyway," began Tracy, smiling, glad that she'd managed to get the boy to agree to the plan, albeit she know had to see if he was capable as well as willing. "Anyway," she said again, reaching out and placing a hand on Sammy's thigh and gently squeezing the slender limb, "the question is, are you up to the job kid?"

"Huh?" Sammy exclaimed, glancing at Tracy then down at where her hand was on his thigh, the fingers now lightly rubbing the material of his jeans, no more than a few inches from his crotch.

"Are you up to the job?" asked Tracy, leaning in closer to the boy. Sammy could smell her perfume. It smelt all girly, like flowers and stuff.

"How do you mean?"

"You know about sex don't you?"

"Yeah! I told you, I did sex-education last month..."

"So, you know what's involved don't you?"

"Sure," grinned Sammy, having spotted an opportunity to both show off his knowledge and use some rude-words in front of an adult, "A guy's willie gets hard and stuff, then he sticks it up the girl's snatch and shoots all his spunk. That's what happens. I can do that. Cool. Am I really gonna do that with a girl?"

"If you're able to," Tracy replied, taking her hand from the boy's thigh and placing it gently between his legs, palm to the crotch of his jeans. The boy breathed in deeply, instinctively closing his legs but then relaxing them.

"I...can get a hard-on...if that's what you mean," the child said in a quiet voice, full of nervous excitement.

"I think you're right," Tracy purred, seductively, leaning in even closer, her face inches from the boy's, "I can feel it I think." She squeezed the boy's groin very gently. Through the jeans it was hard to tell if the boy had an erection, but she did feel some firmness.

"I can get a hard-on," repeated Sammy, licking his lips. He was nervous but thrilled, not sure what to do.

"I need to see it," Tracy whispered.

"See what?" gulped Sammy.

"Your cock," Tracy replied, almost drooling, surprised at her own excitement at having this sweet little boy in her hands, in more ways than one! "I need to see it, hard and throbbing, and I need to see it squirt some of that lovely juice out."

"You want me...to jerk-off?"

"Do you jerk-off?"

"Ummm.....er..."

"Don't be afraid to admit it honey. Everyone jerks off. All boys do it. All girls do it. I do it. All the time. When I'm not being fucked!"

"Yeah, I jerk-off. Lots. Everyday. I started a few months ago. It's nice."

"Stand up and take off your pants, let me see that stiffie you have in your pants."

Tracy finally sat back, taking her hands from Sammy's crotch. The boy was glad to have some firm instructions to go on in this rather exciting - but completely surreal - scenario. He got up off the sofa and stood up, facing where Tracys at, the tall brunette lady sat back, licking her lips.

"Okay, I'll show you it," Sammy said. He undid his belt and flies then pulled his jeans down to his ankles. Next he whipped his underpants down too. His cock was not yet visible - his black T-shirt was too big for him and reached almost half-way down his pale little thighs. He grabbed the bottom of the front of the T-shirt and pulled it up, past his belly-button, showing off his flat little stomach, his slender pelvis and, most importantly, his cock.

Tracy licked her lips again. She'd seen many cocks in her life but the youngest guy she'd ever fucked had been sixteen (she'd been fourteen) so she'd never seen a pre-teen prick before. Sammy had no pubic hair, just a pale, baby-smooth crotch with a small hairless nut-sac, above which stood out his very erect cock. It was obviously no great size, but it was still reasonably impressive, a three-and-a-half-inch tube of hard flesh with a shiny purple head at the end. It was visibly pulsing with stiffness.

"Oh, that looks very hard," gasped Tracy, sitting forwards on the sofa to get a closer look at this fine organ presented for her attention.

"It is," confirmed Sammy, quietly.

"Very hard," repeated Tracy, "Is that just from me touching it through your jeans?"

"Mmm," nodded Sammy.

"do you think it would get any harder if I touched it now?"

"I...think so."

Tracy glanced up and exchanged a naughty grin with the boy. Then her big brown eyes flicked down to his cock once more. She reached out and gently encircled Sammy's penis with her thumb and forefinger. "Is that nice?" she asked. The boy just nodded, although Tracy didn't bother to look up to see this reaction, her eyes were transfixed by this beautiful youthful cock she was lightly gripping. "Is that nice?" she asked again as she began to run her encircled thumb and forefinger up an down the boy's shaft, slowly. She looked up and saw Sammy just slightly nod, his eyelids fluttering, mouth frozen with heavenly pleasure. The sweet boy could hardly believe he was standing here, pants round his ankles, holding his T-shirt up to expose his cock, that cock in question now being wanked off by this incredibly alluring woman.

"That's what I do to it," he said quietly, "When I'm in bed."

"You stroke it like this?" asked Tracy.

"Yeah. Just like that. Up and down, up and down. It's nice."

"It's even nicer when someone else does it, isn't it?"

"Mmmmm."

Sammy looked down, taking in everything, as if needing confirmation by sight that this was really happening. His prick was throbbing, almost buzzing, as Tracy rolled his foreskin back and forth, her grip on his shaft just right - not too firm but still enough grip to continue to cause his prick-pulse to steadily rise.

"What do you think about?" Tracy asked the boy, her voice quite casual even though this was fairly new to her. She'd handled a lot of cocks before of course, had jerked them off, sucked on them, taken them up her cunt, in her arse, even had more than one at a time! But she'd never had the divine pleasure of being a boy's first lay, and certainly not with a boy so young and sweet. She thought this would just be a bit of fun, a prelude to fixing the boy up with getting round to taking Mandy's cherry, but Tracy found herself barely thinking of her friend...she was totally taken in with how sweet and erotic it was to be teaching Mandy's baby brother the joys of sex.

"What do you mean, what do I think about?" Sammy asked her.

"I mean, what do you think about when you jerk off?" Tracy said, "What goes through your head when you do this to yourself in bed, in the dark?"

"I think about women," Sammy said, sounding deadly serious, his usual childish silliness having fled him, "I think about," he continued, breathing deeply as Tracy continued to masturbate him, "women without their clothes on, all naked...boobs out...and showing off their hairy...things. Their snatches. And I think about their bums and stuff, about what it'd be like to fondle them. I imagine loads of women at once, all nude and stuff...in bed with me. Doing things."

"Which women do you think about?"

"Some girls at school," admitted Sammy, nervously, voice shaky, "I think about some of my teachers too, like my History teacher Mrs Harris. She's not much older than you...really slim...and hot. Like you. Big boobs. Very big. She bends over sometimes and I can see down her blouse...I can see her bra. And I think about Britney Spears and stuff. And Kylie Minogue. Together. Naked and doing things to each other and then to me, like...touching me."

"Like I'm doing now?" asked Tracy, seeing that the boy was almost in a trance!

"Yes, like that. Touching my dick and stuff. And sucking on it. Then they let me put it in their pussies and I shoot my stuff in them. Or I pull out and I shoot my juice over them, over their tits or stomachs....uuuuh!"

"Are you okay?" asked Tracy, softly.

"That's so good," moaned Sammy, his legs quivering. Tracy had begun to pump his cock a little quicker. She could feel her cunt growing moist at the thought of the boy squirting his pre-teen cum very soon. It couldn't be long now! In the grip of her fingers, Tracy felt Sammy's penis was as stiff as an iron-bar, pulsing, straining to explode. "Uuuummmm." sighed Sammy.

"Are you going to cum soon?"

"Yeah. I'm....gonna...not long Tracy. Oooooh."

Tracy took her hand off the boy's cock and leaned forwards. Sammy looked down, briefly horrified that Tracy might have been teasing him, wanking him also to orgasm then stopping. However, to his shocked delight, Tracy just clapped her hands to the side of Sammy's hips and took his cock into her mouth. The horny brunette was able to slide her red lips right down the boy's erection, taking every inch into her hot wet mouth. She sucked and sucked, moaning with muffled delight at the thought of drinking the fountain of salty juice that must surely be about to erupt in her throat.

"Oh Tracy," gasped Sammy, voice sounding strangled with pleasure, "Oh, uuuuuh." He thrust his hips slightly and suddenly his cock quivered and began spewing cum into Tracy's throat.

"Mmmmpphhh," gurgled Tracy, lips wrapped round base of Sammy's prick, tasting his warm sperm as it launched into her mouth. There was more than she'd expected! The small hairless nut-sac between the boy's legs held more cum than she'd imagined.

"Uh, uh...oh shit," gasped Sammy, legs going weak at the knees. His cock felt like it was exploding, throbbing hard and pleasurably in the lovely hot wetness of Tracy's mouth. Tracy kept sucking on the spurting tool, drawing out the outpourings of pre-teen cum, guzzling it down into her awaiting belly.

The eruption of juice finally began to end. Sammy was grateful that Tracy was holding him firmly by the hips, it stopped him from falling over! He felt very drained, his cock now growing limp in Tracy's mouth. He looked down, breathing hard as his babysitter continued sucking and slurping on his wilting cock. It was a moment before she took took Sammy's dick out of her mouth. She sat back, taking her hands from Sammy's hips and placing them on her knees as she tried to look firmly in control. The twelve-year-old boy she'd just given a blow-job too just stood there, still holding up his T-shirt, still exposing his penis. It was small and flaccid, glistening wetly with saliva and cum.

"That was cool," Sammy said.

He couldn't think of anything else to say. Plus he meant it too.

Sammy just nodded.

"Okay, move aside kid," Tracy said, getting off the sofa, "In fact, sit down. Take off the rest of your clothes, they'll get in the way."

Sammy eagerly stepped out of his jeans and underpants which had been wrapped round his ankles. He took of his socks then threw off his T-shirt. The twelve-year-old boy was now nude, Tracy finding herself inexplicably entranced by this pre-teen boy's beautiful slender body. If anything she found the boy so sexy because - rather than despite - his young age and underdeveloped body.

Sammy sat on the sofa, all excited.

"Wow, are you gonna take off your clothes?" he asked, as if the prospect of seeing a woman undressing was the most brilliant thing in the world!

"I sure am," Tracy confirmed.

"Like a strip-show?"

"Yeah. Like a strip-show. Your very own show kid. Some music first."

The tall brunette, looking so hot in her tight shorts, T-shirt and white socks, turned and strolled towards the stereo in the corner of the room. She put on a dance CD and set it to play. The thumping, medium-pace tune filled the room. Tracy spun round from the stereo and sauntered over to the sofa, hands on her hips, deep brown eyes sparkling with desire. She was feeling incredibly horny. So was Sammy, evidently. The naked boy had his hands on his knees as he sat up straight on the sofa, all alert and paying attention like he was in class at school, and his small cock was slowly throbbing back to life. The boy was licking his lips.

Tracy stood in front of Sammy and started dancing sexily, girating her hips with her hands clapped to her bum. She slowly did a turn, bending right over and wiggling her arse cheekily in Sammy's face. The boy giggled although he was more aroused than amused at having Tracy's behind right under his nose. The white denim cut-offs she wore were very tight indeed. Tracy slowly turned back round to face the boy, continuing her dance. During her travels round the world in her late-teens she'd worked as a lap-dancer and stripper in an Australian nightclub for a few months to earn some cash for her travels. She was pretty good at it, knew exactly how to move her tall lithe body, which parts to wiggle and which to rub to turn a guy on. Of course, most of the men in the strip-club Tracy had worked in were middle-aged businesmen, maybe sex-starved thanks to frigid wives but certainly not virgins. Not like this wide-eyed pubescent bundle of excitement sitting naked in front of her!

After a moment of dancing without removing any clothes, Tracy finally slid her T-shirt up over her arms, slinging it to oneside. She just wore a black lacy bra. She turned and slowly squatted, her back to Sammy.

"Unhook my bra sweetie," she invited the boy.

"Okay," Sammy said. He reached out and started to attempt this feat. He was confident at first but after a moment of struggling he was frowning, his little red tongue sticking out in concentration. "Stupid bra," he complained, and then, by chance more than anything, he managed to finally undo it. He sat back in triumph as he watched Tracy turn round and slowly slip the bra off. It went the same way as her T-shirt, slung to the floor.

"Do you like my boobies?" Tracy asked, running her hands over her breasts. Sammy just nodded. Tracy's breasts may not have been huge, just average, but they were still a good handful each, round and firm and shapely, topped with dark nipples which she lightly pinched.

Tracy leaned down, placing her hands on Sammy's shoulders, nudging her breasts into the boy's face. Sammy instinctively went to kiss one of the lovely globes offered to him but Tracy treacherously pulled herself back before the boy's lips could make contact. She then lifted a leg and teased her white tennis-sock off slightly, then raised her leg more and wiggled it in Sammy's face.

"Bite the end of the sock," she requested.

Sammy grinned and clamped his little white teeth over the tip of the sock, clenching the material tightly. Tracy slowly pulled her leg back, her sock slowly sliding off her foot until Sammy was left with a sock clenched in his teeth. He looked rather silly and Tracy felt like giggling. Sammy took the sock out his mouth and put it to oneside. The procedure was repeated with the other sock.

Tracy danced sexily for a moment, running her hands over her body, licking her lips and eyeing up Sammy with a look of lust in her eyes - genuine lust, not the faked kind she'd reserved for the clients of the strip-club a few years back. Sammy just watched the topless woman with a awe. He reached for his penis and found it erect so he started to lightly stroke it in time to the beat of the thumping dance-music that was still playing.

Tracy stepped up close to the boy and invited him to undo her denim cut-offs. Sammy let go of his erection and gladly unbuttoned the fly, allowing Tracy to hook her thumbs into the waistband of the shorts and gently tease them down, revealing her lacy black thong. She whipped her shorts off and, deciding to leave Sammy in suspense a little longer, danced around to the music, humming to the beat. The only item of clothing the twenty-one-year-old brunette was wearing was the thong which was very skimpy, the material running right up the deep cleft between her pert buttocks and showing off her mouthwatering cheeks.

Finally, with her back to Sammy, she took of her final garment, sliding the thong down her legs, bending right over, legs slightly apart. She was able to hear the slight gasp of awe of her young admirer, Sammy getting a full explicit shot of Tracy's bare behind just two-feet away from his face, her buttocks slightly spread, her puckered anus visible and, beneath that, her cunt, which was visibly wet and slick.

Tracy turned and, just at the moment the dance music track abruptly stopped, she struck a pose, facing Sammy, hands on her hips, head tilted, a charmingly sweet and warm smile on her face.

"Ta-daa!" she announced.

Sammy giggled and clapped enthusiastically, eyeing up the triangle of chestnut-brown fur between Tracy's legs, admiring the elegance of the young woman's naked, nubile body.

"You dance well," he declared.

"Thank's honey," Tracy said. She turned and flicked the stereo off then sauntered towards Sammy and stood before him. Her hairy cunt was eye-level with the boy as he sat there.

"I can see your snatch," Sammy commented, needlessly.

"Take a look at it close-up," she urged him, reaching down and running her fingers through her pubic hair. She parted her legs a little and thrust out her pelvis, her fingers travelling down to part her vaginal lips. Sammy leaned forwards and tilted his head, gazing with his big blue eyes at the mysterious apature that was presented for his attention.

"It's all furry," he commented, "Can I touch it?"

"Yes, slide your finger up it," instructed Tracy.

Sammy raised his hand, his forefinger extended. He tentatively touched the entrance to Tracy's vagina. "It's wet," he commented, "All slippy."

"That's so fingers and cocks can enter it easily," explained Tracy, "Here, watch." She reached down and clasped Sammy's wrist and pulled upwards, the boy's finger slipping up into her cunt. "See?" She took her hand from the boy's wrist, allowing him to explore her femininity at his leisure.

"Wow, it's hot," commented the boy. It felt warm and wet in there, the slick pink walls of Tracy's cunt channel clasping his finger. He started sliding the digit out, then pushed it back in. The young woman let out a sigh of pleasure which encouraged Sammy to begin finger-fucking her, pumping his finger in and out. He marvelled at the tightness of Tracy's cunt and he couldn't help but imagine how nice it would feel to insert his erect penis into this lovely hole. Then he thought of Tracy sucking his cock and, selfless child that he was, it occured to him to return the favour. He took his finger out. "Can I suck it?"

"Sure honey."

Sammy licked his lips and leaned forwards, sticking his tongue out. It made contact with the slick lips of Tracy's cunt, making the woman moan softly with pleasure once more. Sammy ran his tongue up and down the glistening entrance to Tracy's cunt but after a moment he moved back and sneezed.

"You okay?" asked Tracy, giggling, finding the simple act of the child sneezing to be so enchantingly cute.

"Your hair is tickling my nose," he said.

"Then I'll give you better access. Get up Sammy."

The boy got off the sofa. Tracy took his place, sitting back on the sofa, arse slightly thrust over the edge of the seat. She spread her legs far, her juicy cunt winking out from between her firm thighs.

"It's all yours!" she grinned.

Sammy didn't hesitate to kneel down between Tracy's parted legs. He reverted to some digital exploration to start off with, inserting his forefinger into Tracy's cunt, wiggling it about and making a wet shluck-shluck noise as he did so. It made him giggle, and Tracy did as well. Then it was time to get even more intimate. Sammy removed his finger from out of Tracy's vagina. He placed his hands on her thighs and dived in, placing his lips to Tracy's, slipping his tongue into her pussy.

"Mmmm, Sammy," moaned Tracy, "That's it honey, stick it right up me. Right up me. Ooooh."

Sammy wriggled his little tongue as far into Tracy as it would go, swirling it around, fascinated at the hot moist taste of the narrow fleshy channel it was wedged in. Tracy's pubic hairs bristled against his nose a bit, but not as much as when she was standing up. After a moment he tried a different tactic, and after coming up for air for a moment the boy leaned back down and started sweeping his tongue up and down the juicy lips of Tracy's slit, quickly realising that the pussy he was lapping at thirstily was becoming more and wet. He was soon slurping up the juices, burying his face once more into Tracy's crotch and tongueing her twat.

"Oh Sammy, uuuuh..." Tracy was groaning, feeling a climax begin to steadily rise from her snatch.

Suddenly, Sammy raised his head and gripped his hard cock.

"Can I put it in you?" he asked, "I wanna stick my dick in your thingie."

"Not right now," Tracy panted, "Keep licking me, I was almost there!"

"Almost where?"

"Just do it sweetie, do it!"

Sammy shrugged and leaned back down and resumed eating Tracy out, slurping on her lips then sticking his tongue into her womb, making obscene sucking and smacking noises.

"Aaaah, Sammy, keep doing that, yes," gasped Tracy, reaching down and placing her hands onto the back of the boy's head, fearful of him stopping his oral activities, "Keep it up, lick my cunt out. Oh fuck, oh fuck, I'm cumming! You're making me cum Sammy!! UUUUUH!"

Her naked body squirmed and bucked in the sofa. She ground her cunt into Sammy's face, feeling his tongue deep in her pulsing snatch. Ripples of ecstasy ran up her spine and she tensed for a moment before suddenly falling limp and letting out a long groan. Her hands flopped to her side.

Sammy took his tongue from Tracy's cunt and he knelt up, wiping his juice-slathered chin on the back of his forearm. He didn't know what had happened, just that, whatever it was, it had finished.

"Whoa, are you okay?" he asked, concerned.

"Fine sweetie," Tracy smiled, "I just had an orgasm, that's all. Phew! It was a good 'un!"

"You mean, girls cum? Like boys?"

"Of course! Well...not quite like boys. We don't go spurting gooey stuff left, right and centre. But we most certainly have orgasm. You've fired me up Sammy! I'm so horny! Come on my little stud, stick your pecker in me. Shove it in my snatch and give me a good seeing to!"

Sammy grinned. He felt proud. He had previously thought that all these antics were for his benefit, that Tracy was just doing him a magnificent favour. Now he realised, much to his delight, that Tracy was getting off on this as well! He felt proud and all grown-up that he'd made the grown woman cum.

"Here goes," the boy smirked as he attended to the task at hand. Kneeling up between Tracy's legs, Sammy's erection was level with her waiting cunt. He shuffled up a little, holding the base of his dick, guiding the head to the hole it was about to plunge into. The boy pushed the head of his throbbing little prick into Tracy's cunt then placed his hands on her thighs. Looking down to get a good eyeful of this most marvelous of procedures, the boy pushed his pelvis and watched his erection dissapear completely into Tracy's cunt.

Both of them, babysitter and child, let out a pent-up groan of ecstasy. Sammy was overjoyed at how his cock was, just like his finger and then his tongue previously, was clamped in the tight flesh channel of Tracy's cunt. Tracy, meanwhile, felt a shudder of delight as she was entered. She may have got a great deal of pleasure down the years from full-sized pricks - the biggest she'd had was ten-inches - but Sammy's three-and-a-half-inch pecker felt just as superb. There was also the enjoyment of capturing the boy's cherry.

Sammy began to instinctively thrust back and forth, his cock sliding back and forth in Tracy's clenching wet cunt. He exchanged grins with the young lady, neither of them able to fully believe what mischief they were getting up to.

"Play with my boobs," Tracy instructed her pre-teen fucker.

"Okay," Sammy cheerfully responded. Without interruption of his fuck-thrusts, he reached up and clapped his hands to Tracy's pert firm tits. He squeezed and fondled them, rolled them about, prodded the nipples and generally got a good feel of them. Tracy got a thrill out of the child's amateurish actions, the way he so unashamedly fondled her breasts with enthusiasm and curiosity. All the while the boy was fucking her cunt with his stiff little boy-cock.

"Harder Sammy, shaft me harder and fast," Tracy was urging the boy, "Squirt all your cum into my pussy. That's it, faster! Oh yeah! Your an energetic little stud aren't you? Mmmm. Oh yeah!" She reached round and squeezed the twelve-year-old's cute bottom cheeks with her hands, feeling them clenching and unclenching as he pumped his pecker in and out of her tight slit.

"This is fun," Sammy panted."

"It's meant to be," grinned Tracy, "Here, suck on my boobs whilst you fuck me."

Sammy took his hands from Tracy's tits and leaned over. He took her right nipple in her mouth and began to suck, his diminutive height, relative to his ladyfriend, meaning he was comfortably able to bend over and slurp on her teets whilst still fucking her snatch. Causing Tracy to moan with pleasure, Sammy sucked hard on her right breast before he moved over and gave similar oral treatment to the left one. Shortly he knelt back up and suddenly began increasing the pace of his thrusting further.

"Oh, I'm gonna shoot off in you," he cried, "Uuuuh. Tracy. I'm gonna cum."

"Go for it," Tracy begged, keeping her hands clapped to the boy's buttocks as she tightened her cunt muscles round his throbbing little shaft, "Fuck me and cum in me. Come on honey, give it to me. Oh yeah, Sammy!!"

"UUUUUH! Tracy! Shit...I'm...cumming...AAAAH!"

Sammy's slender young body almost doubled over with the strength of his climax. He rammed his prick into Tracy's clasping snatch and hunched over her as he began letting fly with his pre-teen semen. With a long cry of satisfaction he emptied his nuts, his erection throbbing as it spewed delicious jism into Tracy's womb. It squirted out of his pecker in powerful jets inside Tracy's body.

"Fill me up, cum in me you horny little fucker," the woman urged him.

"Oh GOD!" gasped Sammy, placing his hands on Tracy's flat belly to support himself as his erection continued to pulse and twitch whilst shooting forth sticky wads of his creamy salute to these lubricious proceedings. "Uuuuuh. Oh wow. That's goood!" His orgasm was fading away finally, just before he thought he was in danger of passing out. He thrust his pecker back and forth a couple of times in Tracy's snatch, the last of his cum oozing out. Then the boy flopped over Tracy, his stomach flat against hers, his wilting cock still jammed in her sperm-filled cunt and his head resting on her tits like they were a pair of firm fleshy pillows.

"You beautiful boy, you've fucked me to perfection," Tracy soothingly complimented the boy. She put one arm round him and with her other she stroked his hair. In contrast to the delicious evidence of the boy's maturity, at least with regards to his sexual capabilities, Sammy suddenly seemed to regress back to the young boy he was. As he lay over Tracy, the side of his face pressed to her tits, he began sucking his thumb. Tracy stroked the child's lovely dark hair. His chest was pressed to her upper abdomen and she could actually feel the thudding of his heart, felt it slow down as his body recovered. She saw his eyes were shut as he sucked his thumb whilst laying across her. Tracy stroked the boy's hair for a few moments, just enjoying the closeness of this darling child, who was, for the moment at least, utterly devoted to her, like she was a Goddess to him. The child's endlessly enthusiastic and unconditional trust and desire for her made Tracy feel incredibly warm and satisfied.

It suddenly occured to her that this was just a 'test-drive', to ensure Sammy was up to the job of deflowering his sister. There was no doubt, of course, that the boy could fuck, and fuck well! It was not beyond doubt, however, that he would be willing to mate with his big sister, however pretty she may have been. Being an only child, Tracy could not fully grasp the incest taboo, could not imagine why anyone would not want to fuck a brother or sister, although she was obviously aware that there was a mental barrier those with siblings had when it came to sexual encounters with their brothers and sisters. She just hoped that she had the power to talk Sammy and Mandy into carrying out her wishes which, naturally, Tracy was convinced was in the sibling's best interest. She'd just have to wait and see.

Fearing Sammy may have fallen asleep, Tracy shook him.

"You awake kid?" she asked.

"Mmmm," replied Sammy, raising his head and nodding. He took his thumb out his mouth. "I was almost asleep. I'm tired."

"Well, it's bed-time soon. Why don't we get dressed? I'll make a pizza and we can play some computer games."

"Okay," replied Sammy, quite casually. He withdrew his long-since-wilted dick from Tracy's snatch and got up. They both put on their clothes. They were silent as they did so, but it wasn't a frigid, awkward silence, just a pause between chatter. Neither felt uncomfortable about what they'd just done.

"I'm starved," Tracy declared once she and her young friend were dressed, "Let's see what there is to eat."

She strolled to the kitchen, Sammy eagerly following behind like a devoted puppy.

After something to eat, Sammy and Tracy sat playing computer games in the living room. This time Tracy joined in, both of them with a controller in their hands, playing a two-player racing game. They giggled and light-heartedly cursed each other as they played quite happily for an hour.

Tracy began to feel horny at about nine-thirty. She knew that Sammy's parents and Mandy would be back in about an hour. She figured that Sammy should be able to perform again before then although she wasn't sure whether he'd necessarily be up for it. He may have enthusiastically fucked her earlier but the child was so engrossed in his computer-game that it was hard to tell if he'd tear himself away from it for a bit of sex.

Fortunately, Sammy had begun to feel horny again too, and like most twelve-year-old boys he was completely lacking in tact. When the current game ended he put the controller down and casually turned to his babysitter and asked "Can we do it again? I'm in the mood for some more hot sex." He giggled at his naughty request.

"I'm sure we can manage that," Tracy grinned, "Or at least I can. Can you manage it? Are you nice and stiff sweetie?"

"Yeah, yeah," insisted Sammy. Without hesitation this time, and without having to be asked, he stood up and unzipped his flies. He reached in and pulled out his cock which was pulsing with stiffness, his erection as strong and as fresh as if he'd not ejaculated for a month.

"Mmmm, you are stiff," Tracy purred, "Okay, let's go upstairs. We'll do it up there. Take your clothes off down here."

Sammy began stripping. Tracy stood and did likewise. There was no strip-tease this time, Tracy just shed her jeans and T-shirt as quickly as possible. After the briefest of moments the pair of them were stark-naked.

"Come on, let's go," Sammy said, wandering out the room, Tracy following him. They went up the stairs, Tracy admiring her young lover's cute lilly-white arse. At the top of the stairs Sammy went towards his bedroom, but Tracy had had an idea.

"This way," she said to him, and she went into the bathroom and turned on the light.

"Are we gonna do it in here?" Sammy asked, having followed Tracy. He looked puzzled. A bathroom seemed like an odd place to have sex, although really he wasn't too bothered, as long as he got to have some more sex!

"No, we'll do it in your bedroom," Tracy explained, scanning a shelf of toiletries, "I just need something from here. Where is it? Ah, here it is." She took a tube of facial moisterizer and unscrewed the cap, squeezing a big dollop of the white creamy substance into the palm of her hand. She turned and knelt in front of where Sammy was standing naked and she clasped his erection in her hand, the one with the cream in, and began to stroke it.

"It's cold," giggled Sammy.

"Stay still honey," Tracy told him. She lightly pumped his prick, greasing it up with the cream as she did so. "I'll warm it up for you." After a moment she retrieved the tube of cream and squirted a blob onto the fiery purple tip of Sammy's pecker and she rubbed it in with the tips of her fingers before she took him in her fist again. She pumped her arm gently.

"Are you gonna jerk me off?" asked Sammy. He sounded a bit disappointed. A couple of hours ago he'd have been thrilled beyond belief to be jerked off by a woman, but since then he'd been sucked off, had licked out Tracy's cunt, played with her tits and had fucked her. He was impatient for new thrills.

"No, this is just a bit of preperation we need to do," Tracy explained, "There, that's it! All done. Your prick is nice and greased up and slippery." She stood up.

"Why'd you do that?" asked the boy, looking down at his prick which was slathered with cream.

"Lubrication," replied Tracy, "C'mon. Let's go to your room." She walked out the bathroom, wiggling her delicious behind sexily.

"But you said your thingie gets moist," Sammy argued, scampering after Tracy, "That's what you said. It gets moist so dicks can enter you."

"Ah, but that's only my pussy. We'll be employing a different hole this time. Is this your room?" She opened a door and flicked on a light. "Ah, it is." It was indeed Sammy's room, a large one with toys and games everywhere, big football posters on the wall. Tracy walked over to the bed - briefly grinning with amusement at the boy's Star Wars duvet-cover - and got onto it.

Sammy felt very grown up to have a girl - a woman - in his bedroom. He was a bit baffled by what she'd been talking about - 'We'll be employing a different hole this time' - but he didn't care, he just thought it was so great!

On the bed Tracy had got down on all fours, back arched, bare arse spread and thrust high in the air.

"Cool, a new view," giggled Sammy, "I haven't seen you from behind properly." Eager to study this new angle of his sexual mentor, Sammy hopped onto the bed and stood behind Tracy, playing with his stiff willie with one hand whilst he bent down, tilting his head, studying the 'view'. Tracy was gladly showing off her most intimate parts, the cheeks of her arse spread and her two lower holes awaiting inspection. Sammy giggled. "I can see your bum-hole," he sniggered.

"I know," Tracy said over her shoulder, "That's the hole we'll be using."

"Huh?"

"Come on then, stick it up me."

"Up your bum?" Sammy frowned.

"That's right."

Despite having started masturbating a few months ago, Sammy's sexual fantasies had not developed past the basics. He'd never considered anal-sex, nor heard of it.

"Ewwww," he suddenly cried, "I'm not sticking my willie up there. That's were you pooh from."

"Don't be a prude," sighed Tracy.

"A what?"

"Nevermind. Come on. It's perfectly okay. You'll like it."

It did sound quite exciting, now Sammy came to think of it, sticking his very stiff pecker into Tracy's rear-end. It sounded kinky. He wasn't fully sure though.

"Come on," urged Tracy, impatient with the child's hesitation, "If you want to put your dick in me Sammy, it's that hole or no-hole."

Sammy shrugged and decided to go for it. He knelt down, his little erection level with Tracy's arse. He looked at her ring, a dark puckered hole between her firm round cheeks. There was a ring of dark hair around it which, further down, thinned out before it reached her cunt which hung, sopping and wet, between her thighs, at which point it merged into the dark fur around her hairy twat.

"Will it go in?" he asked.

"Of course. You're all nice and greased up.

"Yeah, but it's a tight looking hole."

"Doesn't matter. I've had bigger cocks than yours up my arse. I've had huge ones up there. In fact I once had two cocks at the same time in my shitter."

"You're lying."

"Am not. Now come on. Your parents will get home shortly, you don't want us to be unable to finish this off do you?"

This spurred Sammy into action. He shuffled up to Tracy's arse, holding the base of his erect prick. He placed the head of his cock to her anus. Like his shaft, his cock-tip was slippery with the facial moisterizer Tracy had slathered over it earlier. He pushed, tentatively, finding some resistance. "It won't go in," he whined.

"It will, just push harder."

"Won't it hurt you?"

"No. Don't worry about me. Just slide yourself up my arse."

Sammy did so, pushing his pecker to Tracy's shit-ring and applying more pressure this time. Slowly and deliciously, Tracy's sphincter began to give way, allowing some small progress to be made. Abruptly it bloomed open, all resistence gone, and to Sammy's amazement, the head of his cock popped up into Tracy's behind.

"Oh wow, it's going up there!" he marvelled.

"All the way honey, all the way," panted Tracy, body shivering with ecstasy at this most intimate of penetrations.

Sammy placed his hands on Tracy's hips and, looking down to observe his progress, pressed forwards. Now that he'd forced the head of his dick past Tracy's anus the going was relatively easy and his throbbing greased shaft slid forwards into Tracy's arse until it was lodged to his hilt in her rectum, his smooth bald pubic area pressed against the thin halo of dark hair round the anus he was lodged in.

"Aaaaaaah, yeah," he gasped, overwhelmed with pleasure.

"Is that nice Sammy?"

"It is! It is!"

"Is it tight?"

"It's very tight. And hot too. Delicious. Oh wow."

"Just fuck it like you fucked my cunt earlier darling."

Sammy slid halfway out of Tracy's arse then thrust back in, he and his babysitter yelping with delight. Then he repeated it, over and over, building up a rythm. His erection ran to and fro in Tracy's anus, her slick rectal walls clasping his shaft like a hot greasy fist. On the upthrusts, Sammy could feel the head of his prick plough through something soft and squidgy deep in Tracy's rectum. He figured it was probably her shit but it suddenly didn't bother him, actually turned him on to have his cock in an orifice which he instinctively knew was taboo. He grinned to himself as he held onto Tracy's hips and rode her, fucking her arse harder and faster, his babysitter encouraging him onwards with obscene moans of lust.

"Oh Sammy, oh baby, that's fantastic. Mmmmm. Fuck my arse harder, ram that hard dick in my shit-hole. Oooooh. Oh yeah, you horny little fucker. UUUUH!"

"Uh, uh, uh," grunted Sammy, pushing aside his feelings of fatigue. He was enjoying not only his own pleasure but also the pleasure that Tracy was evidently receiving from his actions. He pumped her arse deep and hard with his cock, making full use of the perfect access he had to this tight willing hole. "Mmmm, Tracy, your arse is great! It's so tight and stuff. I'm gonna squirt in it soon. Eventually. It's taking some time."

"Don't worry sweetheart, it's better if you take time. Although your parents will be back in about twenty-minutes, so don't delay too much!"

"Shit, if my mum and dad caught us they'd go nuts. I'd be grounded for a million years."

"I think I'd be in more trouble than you," giggled Tracy.

Sammy accelerated his thrusting, panting for breath as he energetically buggered Tracy, fucking his cock back and forth in her tight arse. Shortly he began to feel his sperm rise and boil up from the his nuts, the hairless sac in which they resided slapping against Tracy's juicy cunt.

"Aaah, ah, ah...here it is," he cried, "Oh shit, yeah....NNNNGG!" He slammed his pecker into Tracy's rectum one last time and released his spunky outpourings deep into her bowels. "Aaaaaaah, yeah!"

"Oh Sammy, oh yeah, fill me up," purred Tracy, pushing her arse back onto the boy's spurting cock, feeling him flood her colon with his boy-sauce. "Mmmmmm."

It took a moment or two of pure ecstasy before Sammy had finally shot all he had to offer into the woman. He hung in her arse, hands flat across her lower back to help hold himself up.

"Fuckin' hell that was ace," Sammy concluded, "I can't believe I hesitated to bum-fuck you Tracy. That was nice."

"It sure was honey."

Sammy slid out of Tracy's rectum and knelt back. He looked at his cock. It was rapidly softening and it's shrinking length was slathered with white goo, although he wasn't sure how much of it was the face-cream that had been applied earlier or how much of it was sperm. There were also some brown streaks over his prick. He knew what that substance was, and once again he found himself aroused rather than disgusted at this proof of his journey into Tracy's dirt-box.

"Let's get you cleaned up," Tracy said, casually, as she hopped off the bed. She lead Sammy into the bathroom where she knelt and washed his prick with a spongue, soaping it up then rinsing it down before drying it with a towel. "As neat as a pin," she smirked afterwards, bestowing a kiss upon the head of that sparkling clean little tool.

"I'm tired," Sammy said, and followed it up with a big yawn.

"I'm not surprised," Tracy smiled, standing up and ruffling the boy's hair, "You've ejaculated three times. It's been a very busy evening. And a fun one."

"It was fantastic! Shall we do it again sometime?"

"Of course! But we have to get you introduce to my friend, the young lady who's virginity I want you to take."

"Oh yeah! I'd forgotten all about that. Yeah, cool, I'm gonna pop her cherry! I'm a stuper-stud, yeah!"

"Don't get cocky kid."

" When can I do it with her?"

"It depends when she's free. Maybe tomorrow. I'll let you know. Right now it's time for bed, your parents will moan if they find you still up and about at this time of night."

"'Specially all naked and stuff."

"Indeed. Run down and get your clothes then get to bed."

With another yawn, Sammy obeyed. Tracy followed him. In the living room Sammy gathered up his clothes, gave Tracy a kiss-goodnight - having to stand on his tip-toes to reach - before he hurried upstairs to bed. He was asleep before his head hit the pillow.

Tracy got dressed as well. She poured herself a glass of wine and sat down, feeling horny again already as she idly thought of the antics of the evening, as well as those to follow in the future.

Soon, Mandy and her parents arrived home. Mandy came into the living room.

"Hi Tracy," she smiled, "How was the evening?"

"Fine," Tracy replied, "What about yours? Nice night out?"

"Yeah, it was cool. A bit boring, my dad and his mate talked about business non-stop. The food was nice though."

"Are you doing anything tomorrow Mandy?"

"Not really."

"Fancy coming over to my place? My parents might be going out in the afternoon so we can stick some music on loud and...do stuff."

"Okay, sounds cool."

Mandy's mother came into the room, dressed up in a flashy silk blouse and skirt. She was taking her ear-rings out when she said hello to Tracy and asked how the evening was.

"It was fine, no problems."

"How was Sammy?" asked Mandy's mother, "Was he good?"

"Oh yes," Tracy replied with a lewd grin, "He was very good!"

To be continued...