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From: Rod OSteele <rod.osteele@yahoo.com>
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Subject: {ASSM} Babysitting the Neighbor Kids 1 (Mf MFf Ff 1st) {Rod O'Steele}
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Date: Tue, 27 Dec 2005 19:10:02 -0500
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Pursuant to the Berne Convention, this work is copyright with all rights
reserved by the author unless explicitly waived.  As a courtesy to the
author please do not delete the copyright information or re-post this story
withour express written permission.  No commercial reprints are authorized.
You may download and save one copy to your local disk for personal use
only. My payment for this priviledge is feedback.  If you save my story,
please take the time to send me your thoughts.  If you are making money, I
want my cut.





   The author relishes your comments at rod.osteele.remove (at) yahoo (dot)
com.  (Remove the remove to mail).  If you like this story, see my other
stories at www.asstr-mirror.org/files/Authors/osteele/www.





   Thanks to my proof readers, Denny and Chuck, who make it look like I
actually have mastered English.  Any mistakes which remain are strictly my
own stubborn fault.





   WARNINGS: Pay attention to the codes.  This story depicts consensual
sexual activity between men and women, or women and women.  Some of the
participants in the story may be under the age of 18.  If you are too young
to read about sex please do not read this.









   Babysitting the Neighbor Kids



   Many of my favorite stories by other authors are babysitting stories. 
Sitting for Kelli by Hank Freeman might be my all time favorite.  But I
have never written one myself.  I decided to rectify that situation.  This
is the result.  Hope you enjoy my contribution to the genre.



   Part I



   Kelly had put little Michael and Auben down for the night.  It was still
early, eight o'clock, and she knew Mr.  and Mrs.  Walker wouldn't be home
for hours.  She was thinking about what to do: watch TV or maybe get
something to eat.



   What Kelly thought about was Mr.  Walker; what a hunk he was.  Just
thinking about him made her panties wet.  `It's so nasty, but it's true.  I
want to have his penis inside me even though I've never even felt one
before.  I don't know what it would feel like to have one inside me, but I
want his.  God!  It's like I am missing something inside me and Mr. 
Walker's penis is what I am missing,' she thought



   She fell back onto the couch so worked up she was ready to play with her
pussy right there in the den.  Kelly blushed just thinking about it.  `I
could _never_ do something like that.  What if the kids got up?  Or worse,
Mrs.  Walker came home early and caught me.  Ick.  But I do feel this way.'



   Kelly was restless and wandered around the downstairs.  In the game
room, she imagined Mr.  Walker playing the games.  The room just felt,
like, so masculine.  She ran her hand over the felt of the pool table and
imagined Mr.  Walker playing pool with her.  He was holding her in his arms
and helping her hit the ball, his hands on hers, his body pressed against
her side.  And she imagined that she felt his penis, all hard, as he leaned
over to help her with the shot.  Kelly closed her eyes and imagined that
Mr. Walker then leaned down and kissed her neck.  She got goose bumps just
thinking about it.



   Her eyes opened.  Kelly thought, `I have to stop this or I'll be a wreck
by the time the Walkers get home.' But she was more than a little excited.
Normally, Kelly wouldn't peek when she was at someone's home.  Her mom
taught her never to do that.  She knew other girls did when they sat for
people.  Her friend Amber had even found porno movies and watched one as
she was babysitting.  She told the girls about the stuff that happened in
the movie.  Kelly wasn't sure if she was making a lot of it up.  It sounded
impossible.



   Sometimes it is hard to do what is right.  Kelly wandered upstairs, not
really looking to do anything, just kind of restless.  She looked in on the
kids; they were both fast asleep.  At the end of the hall was his room; she
felt drawn to it.  There was a small lamp on the dresser which cast a soft
glow over the room.  One closet door was open.  The closet was filled with
a man's clothing: suits, shirts, pants, ties, and stuff.  It smelled
totally manly.  Kelly wondered how he chose what to wear every day.  There
was a shelf at the top of the closet.  If she backed up against the wall
she could see something, a jewel case, like a CD.  Curious, she reached up
and was able to tip it with just the very end of her fingers until it fell
down.  It was a porn movie.  It burned her hands.  Frantically, she stood
on her toes and was barely able to shove it back up onto the shelf and
practically ran downstairs.  Her cheeks were burning.  She wondered if Mrs.
Walker knew about the movie.



   Kelly was a wreck the rest of the night.  Mr.  Walker seemed like such a
nice man.  She knew guys liked those kinds of movies, but he was so sexy.
Why would he need to watch porno movies?  Maybe Mrs.  Walker didn't like
sex or something.  Maybe she was frigid.  Kelly read about that in her
Mom's _Cosmo_.  It made her feel sorry for Mr.  Walker, his wife being
frigid and him having to watch porno movies.



   She had fallen asleep watching TV when the Walkers got home.  She heard
the door open and was stretching trying to wake up when Mrs.  Walker came
in.  She thought about the movie and wondered if Mrs.  Walker was frigid.
She blushed a little at the thought and tried to cover it by bending over
as if she were stretching.



   "Hi, Kelly."



   "Hi, Mrs.  Walker."



   "Any problems?" she asked.



   "Nope.  The kids were great.  I fixed them popcorn and they watched
Ariel.  They went to bed at eight, no problem," Kelly told her.



   "Great.  I'll walk you home," she said.  She had her purse and was
rummaging in it.  She got out her wallet as Kelly put on her coat.  "Here
you go."



   "Thank you," she said taking the money.  "Where's Mr.  Walker?"



   She smiled, "Um, he's already gone upstairs, I hope he made it.  Come
on," she said as she turned to the door.



   Kelly wondered what she meant.  As she lay in bed that night she
couldn't help thinking about Mr.  Walker.  Her hand slid down.  She was
already wet.  It was very quick coming.  As the orgasm surged into her, she
kept saying over and over, "Mr.  Walker..."



   *****



   It was two days later when Kelly saw Mr.  Walker in front of his house.
He was just getting home from work.  He looked really cool to Kelly, like
this rich businessman in the movies, always making important deals.  He saw
her and she waved.  He didn't wave back.  Instead he motioned for her to
come over.  She walked across the street and saw that he looked really
serious.  Mike Walker watched the cute blonde walk across the street.  `She
really is a looker,' he thought.  When she was across the street, he said,
"Hi Kelly."



   "Hi, Mr.  Walker."



   There was this awkward silence as Mike looked at her.  She wondered what
was happening.  Then he asked, "Do you have anything you'd like to tell
me?"



   "No.  Nothing, Mr.  Walker," she said.



   "Kelly," he said quietly.  "I think it is really important that people
tell the truth."



   "I am, Mr.  Walker," starting to get really upset.



   He paused, then asked, "Did you go into my closet?"



   It hit her.  `Oh God!  He knows!' She felt her cheeks blushing.  `I am
so busted.  When he tells my parents my Mom is going to be so mad.  She
hates people who sneak around and look into other people's things.' "I'm so
sorry, Mr.  Walker," she said looking down.



   "So you watched the movie?"



   "No!  I didn't watch any movie," she said.



   "Kelly?"



   "No, really.  I didn't," she said.  "I'm really sorry, Mr.  Walker."



   He paused and looked at her.  Kelly couldn't look back.  "Kelly, tell
you what.  I don't want an apology, yet.  Just tell me the truth, the whole
truth, and nothing but the truth." She looked up.  "Okay?" he asked.  I
nodded.  "I'm ready," he said.



   "I'm sorry..."



   "No apologies, yet," he cut her off.



   Kelly took a deep breath, "Okay.  I was kind of restless.  I had checked
on Mikey and Auben and they were asleep.  I saw your room was open.  Oh
God, my mom is going to kill me when she finds out.  She hates snoopers."



   Mr.  Walker said gently, "Kelly, tell me everything and maybe she won't
have to find out."



   Kelly couldn't believe there was a possibility of a reprieve.  Maybe...
"Really?  Okay, I know I shouldn't have but I went into your room.  I saw
your closet so I looked in.  I, like, saw something up on the shelf and I
kind of was able to get it down.  When I saw it was a p..." She looked up
at him.  She couldn't believe she almost said porno movie to him.



   He smiled, "An adult movie?"



   Her face was just burning.  "Yeah.  Well, I was freaked and I tossed it
right back.  I went straight downstairs.  That's all."



   He looked at her for a moment, then said, "Okay.  I'll accept that
apology now.  So you really didn't watch the movie?"



   "No."



   Smiling, he said, "I would have when I was a teenager.  You have to
learn to put those back exactly where you got them.  That's what I did when
I was your age."



   "Mr.  Walker," Kelly protested.



   "I'm teasing you.  We'll consider the issue closed."



   "This is really embarrassing.  Mr.  Walker, does Mrs.  Walker know?" she
asked.



   "No.  I didn't tell her that the movie had mysteriously moved on my
shelf.  Should I?" he asked.



   She started to answer but he was smiling and she knew he was teasing
again.  Kelly started to ask him if Mrs.  Walker knew he had those movies,
but couldn't.



   "Kelly, don't feel too badly about it.  Tell the truth, I've done worse.
I think we can forget about it.  Okay?"



   "I really am sorry, Mr.  Walker.  Like I said, Mom hates people who
snoop," she said.



   "No harm done.  I'll see you later," he said, turning to go into his
house.



   "Yeah, bye," Kelly said.  She was feeling totally down.  `He must think
I am a real loser.  God, it is so totally embarrassing.  I don't know how I
could look him in the face again.  I mean, I had all of those dreams about
him, and now, he'll think I was just a little snoop, not a woman.' Kelly
went home and hid in her room pretending to be doing homework.  `My life is
over.'



   *****



   Then, the strangest thing happened; Mrs.  Walker called and asked if
Kelly could baby-sit on Saturday night.  She hadn't expected that.  She
just knew that Mr.  Walker would never let her baby-sit again even if he
didn't tell his wife about the movie.  But here Mrs.  Walker was calling
and asking about Saturday.  Kelly said yes before she could even think
about it.



   All day Saturday Kelly thought about how she could face Mr.  Walker. 
`What will he say?  How will he look at me?  What will I say?' It ran
through her mind over and over...



   Saturday night Kelly went to their house.  Mike let her in.  "Hi,
Kelly."



   "Hello, Mr.  Walker."



   "Mindy is finishing with the kids.  We're just about ready to leave, I
hope," he said smiling.  "You know where the food is, and the movies." She
gasped and looked up at him.  He smiled and winked.



   The kids tore into the front room then, followed by Mrs.  Walker.



   "Hi, Kelly," they both yelled.  "Can we watch a movie and have popcorn?"



   She knelt, "Sure we can." They cheered and started arguing over which
movie they would watch.



   Mrs.  Walker laughed, "Good luck settling that argument.  We'll be home
around midnight.  You have my cell number.  Anything else?"



   "No, we'll be fine," Kelly said.



   "Have fun," Mr.  Walker said as he opened the door for Mrs.  Walker. 
They left looking happy.



   Kelly was too busy riding herd on the kids to think much about what Mr.
Walker had said until she got the kids in bed.  Then she flopped onto the
couch and caught her breath.  She remembered what he had said, `You know
where the movies are.' He just couldn't mean that movie, could he?  Not
that movie.  He had to mean all of the other movies by the TV.  But he had
said he would have watched it when he was her age.  Maybe he did mean that
movie.  If he didn't mind, then it wouldn't be snooping.



   Kelly went to the kitchen and grabbed the footstool and headed upstairs,
still arguing with herself.  This time, his closet door was partially
closed, but not latched.  `He must have left it that way,' Kelly argued,
`so I would know it was okay.' She opened the door and put the footstool
down.  Turning on the light, she stepped up the footstool.  At the top, she
looked over at the shelf.  It wasn't just one movie.  He had several, all
neatly stacked.  Kelly picked up the one on top, noting how it had been
stacked, and looked at the cover.  There were several naked women on it. 
The title was, _Teenage Babysitter Goes Bad_.  God, but that sounded
stupid...  like a babysitter is a potato salad that goes bad.  Dumb.  Then
she wondered why Mr.  Walker had a movie about a babysitter.



   Carefully, she stepped down from the footstool.  Kelly made sure the
kids were still sleeping and went downstairs.  She opened the case.  It had
a sticky note attached.  It read, `I wondered if you'd choose this one,'
and below it was the initial M.  Kelly just about died.  He knew.  She
thought about putting it back right then.  She just knew he would ask.  But
she also knew she wouldn't be able to lie to him.  If he asked, she was
caught anyway.  I might as well watch it.  And it seemed he didn't really
mind.  He could have written, DON'T WATCH!



   Kelly slipped the DVD in the player, making sure the sound was low.  It
started playing.  There was some cheesy advertising at the beginning.  Then
the movie started.  `God, but the acting is terrible, I mean totally
_un_believable' Kelly thought.  But the movie got to her.  First, the girl
looked a lot like her.  They weren't twins or anything and the girl in the
movie was kind of hard looking, but she could have been Kelly's older
sister.  She wondered if that was why Mr.  Walker liked this movie.  It was
both disturbing and exciting to think that.  Plus, the plot was so like
what Kelly was doing.  This girl was watching the husband's porno movies
and masturbating.  He caught her and got her to confess that she watched
them thinking about him.  He pulled her off the sofa and pushed her on her
knees.  Then he pulled off his shirt and pushed his pants down.  She didn't
want to touch him but he threatened to tell her parents what she was doing.
The girl took his penis and started sucking it, making it get bigger. 
Kelly kept seeing the girl as herself and the guy as Mr.  Walker.  It was
horrible and totally exciting.  She felt her pussy becoming completely wet.
Unconsciously, she squeezed her thighs together.  She had to fight to keep
from touching herself.  She looked up the stairs, not a sound.  It was
still at least two hours before they'd be home.  The man had pushed the
girl up on the couch and he was between her legs, licking and kissing her.
He slid a finger inside her and he kissed and licked her pussy.  Kelly was
going crazy imagining Mr.  Walker doing that to her.  Then, the guy pulled
the girl's butt off the couch, lined up his enormous, Kelly thought, penis
with her pussy, and slid it inside her.  Even with the sound low Kelly
could hear the girl moaning and screaming.  It was too much.  She pushed
her jeans off and lay back on the couch.  She slid her hands into her
panties and started frigging herself.  It happened so fast, her back
arching as she came.  It was one of the strongest orgasms she had ever
felt. She had to bite her other hand to keep from screaming and waking the
kids.  Then, Kelly blacked out.



   When she opened her eyes, the movie was still playing; the guy was still
fucking the girl on the couch.  She hit the stop button.  She was totally
done in.  Kelly lay on the couch thinking about what a great climax that
had been.  No wonder people watched these movies.  Her panties were sopped.
She pulled on her jeans, grabbed the DVD case, ejected the movie, and took
it back upstairs.  The kids were still sacked out.  Carefully, Kelly put
the note back and stacked the DVD back on top, and closed the door just the
same amount it had been before taking the footstool back downstairs.



   When the Walkers got home, Kelly saw that Mrs.  Walker was giggling. 
Mr. Walker winked and said, "It was my turn to drive." Mrs.  Walker headed
upstairs, tripping on the bottom step and laughing.



   "I'll walk you home," he said.



   "It's just across the street," Kelly said.



   "I'm not letting you walk alone at this time of night.  Come on," he
said.



   She grabbed her coat and followed him.  Once outside, he asked, "How was
the movie?"



   Kelly froze and looked at him.  She couldn't believe he knew.  How?



   He laughed, "I didn't know but your look just now tells me."



   "That's no fair," she said.



   "All's fair in love and war," he said.  Then he turned serious.  "Which
movie?"



   "The babysitter one," she said quietly.



   "Ah.  You need to know something.  I bought that movie before you
started babysitting for us.  You watch the whole thing?" he asked.



   "No.  God, this is so embarrassing, talking about it," she said.



   He laughed.  "Don't let it get to you.  Everybody has the same desires,
drives, fantasies.  It's nothing to get embarrassed about."



   "Not everybody has the same," Kelly said, looking at him and remembering
what she had been fantasizing about watching the movie.



   He gave her a funny look.  "Anyway, I just want you to know that I had
that movie before you started babysitting," he said.



   "Why are you telling me that?" she asked.



   They had paused on the sidewalk to talk.  He put his hands in his
pockets, looking very sophisticated in his suit, his tie loosened just a
bit.  "I think you know why." He waited.



   Kelly looked down, unable to look him in the eye.  "'Cuz the girl looks
like me."



   "She is a babysitter in the movie and she looks a little like you.  Not
as pretty as you but similar.  I don't want you to feel like I, well, would
do something like that.  Get a movie of you, I mean." He paused then
laughed quietly.  "You're right.  This can get embarrassing."



   Kelly couldn't help it.  She giggled.  Having him say that kind of
lightened the whole mood.  "God, yes.  Please don't tell anyone, Mr. 
Walker."



   "I won't.  And you don't tell anyone either.  I don't want to be accused
of contributing to the delinquency of a minor."



   "I won't.  Thank you for treating me like an adult.  You know, letting
me watch your movie and not being weird about it."



   They started off across the street.  "No problem.  Kelly, if you have
any questions, don't be afraid to ask.  Those movies aren't very realistic.
Don't think life is like that."



   "I know.  The acting was terrible," she said.



   "Like either of us really watched the acting," Mike said as they both
laughed.



   He waited as Kelly went up to the door.  She unlocked it and looked
back. He waved, "Night, Kelly."



   "Night, Mr.  Walker."



   In bed that night, even though earlier she had one of the best orgasms
ever, she thought about Mr.  Walker and the movie.  Kelly touched herself
until she exploded.  Her dreams were filled with sex.



   *****



   It was the next week when Kelly saw Mrs.  Walker load the kids into
their car and leave.  She had been mulling what Mr.  Walker had said, about
asking him questions.  She had lots of questions.  Why did he have a movie
about a babysitter?  And how come it wasn't realistic?  It looked real to
Kelly, other than the bad acting.  Kelly wondered if it was because she
hadn't actually had sex that she didn't know what was real and what wasn't.
It was so confusing.



   She spied Mr.  Walker out in their garage so she went over.  "Hi."



   "Hi, Kelly," he said.



   "I saw Mrs.  Walker leave with the kids," she said.



   "Yeah.  They're going to go visit the grandparents."



   "How come you didn't go?" she asked.



   "Um, well, I don't get along all that well with Mindy's mom.  She's kind
of one of those Mother-in-laws you hear jokes about," he said.  "I mean,
she has never been happy that Mindy married me and makes it hell for me to
be around her."



   "Why, Mr.  Walker?"



   "I wish I knew," he said sort of quietly, looking off into the distance.



   Kelly waited a moment, then sort of coughed.  "Mr.  Walker..."



   He looked back and smiled, "Yes?"



   "Well, you kind of said I could ask questions...  I mean, about the
movie." He nodded.  "Well, you said it wasn't very real."



   "It's not," he said.



   Kelly was a little confused and so she said the first thing that came
into her mind, "Maybe I'd understand better if we watched it together."



   Mike was astonished that Kelly had just asked to watch a porno movie
with him.  That was definitely across the line.  Talking about them, okay.
Letting her see one, close to inappropriate.  But watching one with her? 
Mindy would kill him.



   He was about to say no when Kelly gasped, "Oh God.  I didn't mean it
like that."



   "What did you mean?" he asked.



   "Well, I mean I did think that but I'd never ask," she said.



   "So, you would like to watch the movie with me, I assume to ask
questions, but you'd never actually ask?  Is that it?"



   "Well, yes, I suppose.  That sounds kind of silly when you put it that
way.  I mean, if you are going to treat me as an adult with the movies I
guess I ought to be able to just ask you, right?" she asked.



   Mike nodded, then immediately thought better of it.  He realized he just
put himself in an awkward position.  Kelly, without realizing it, was about
to finish him off.



   Kelly's mind was filled with doubts.  What would happen if she watched a
porno movie with Mr.  Walker?  She knew it could lead to someplace she had
never been before.  It was true he was older than she, but the two of them
watching it and everyone else gone, it could lead to them becoming
intimate, just like the movie.  Would she be prepared for that?  Under all
of these thoughts was an almost overpowering emotion, desire.  All of those
nights of dreaming about him were there, feeding their erotic energy to
Kelly, making a hungry desire fill her belly and exciting her lower in her
loins as well.  It was just below the level of thought, but not below the
level of sensation.  Her body became ready for sex.  She didn't think about
it; she experienced it.  She desired him and her mind acted without the
intervention of conscious realization.  "Okay, Mr.  Walker.  Will you watch
the movie with me and answer some questions?" Kelly asked.



   Mike looked at Kelly and could see the mixed emotions.  There was just a
bit of a blush, there was a bit of a tremble to the voice, and there was a
determination in the eyes and a bit of something else as well that
attracted him below the level of thinking.  He knew his answer would very
much affect Kelly, maybe for a very long time.  If he rejected her honest
attempt to assume the mantle of adulthood, he could put her into a shell.
He had started this whole mess days earlier with his invitation and he had
to see it through, no matter how uncomfortable he might be.



   Something else was happening as well that Mike wasn't admitting to
himself.  He was excited as well.  His body caught the subtle clues from
Kelly, that she was aroused, and his body responded.  Kelly was a beautiful
and sexy young woman, the kind of girl he fantasized about.  There was a
reason he had that movie, and several others as well.



   "Of course, Kelly.  I'll watch the movie with you and answer your
questions."



   "Oh thank you, Mr.  Walker," Kelly said touching her hand to his arm. 
Whether it was her pheromones or just the touch, his body reacted.  It sent
the signal, 'Be ready for coupling.' His body reacted and he felt his cock
growing.  Jumpy now, he quickly led her into the house.  "I'll go get the
movie," he said hurrying up the stairs.



   Kelly settled onto the couch, nervous and tingling.  Her body was
preparing for sex and she felt it - the energy in her loins.  She didn't
understand all that was happening to her body, but it was almost
overwhelming.



   Mike returned with the movie and quickly put it into the player.  He
joined Kelly on the sofa, careful to sit close, but not too close.  He
watched her from the corner of his eye as the movie started.  "How much did
you watch?"



   "Not too much," she said wondering if he could guess that she stopped
when she had made herself cum.



   "Do you want to skip the part you've seen?"



   "Um, I did have some questions," she answered.



   "Okay.  Just ask as they come up," he said.



   They watched in silence as the scene played itself out again.  When the
man pulled out his cock, Kelly glanced over at Mr.  Walker.  He noticed,
"Yes?"



   Kelly blushed, but steeled herself to act like an adult, or how she
thought an adult was supposed to act.  "His...  cock." She paused, Mr. 
Walker looked intent.  "Is it normal size?"



   He smiled and looked back at the movie.  "Um, he might be a bit bigger
than normal."



   "I thought he looked gigantic," she said without thinking.



   Mike laughed, "No, he's not gigantic."



   "How big are..." Kelly froze.



   Now it was Mike's turn to blush, understanding where Kelly was going
with her question.  His pride came to the fore and he answered before
thinking, "About the same size."



   "Really?" Kelly asked.  She was surprised he answered and the surprise
was in her voice.



   Thinking her surprise was at the content of his reply, Mike felt
challenged.  "Yes, really.  Do I have to prove it?" His cock surged in his
pants with the sudden shift in tone from movie review to possible action.



   Kelly was shocked.  Before this moment she hadn't admitted to herself
where this could lead, even though her body had been preparing her for it.
She thought she should shake her head, but what she did was nod.



   Mike was caught in a fantasy.  It took control.  He stood and quickly
pulled down his shorts, his cock proudly standing, pointing at Kelly,
throbbing in need and desire.  Kelly was transfixed by the sight before
her. She glanced back at the movie, still droning on, and saw the young
girl in the movie lean forward and wrap her lips around the man's cock.  It
seemed the right thing to do.  Following the movie's lead, Kelly leaned
forward and taking his cock in hand, wrapped her lips around the bulbous
head.  She saw the girl lick and bob on the cock.  She did the same.  Mike
groaned in pleasure and tore his shirt off and tossed it onto the floor. 
Kelly watched the girl stroke the cock as she lashed it with her tongue. 
Kelly did the same.  Mike moaned.  They had both passed beyond the point of
no return.  Neither one could or would stop themselves now no matter where
this would lead them.



   Mike looked down at Kelly, her sweet young face contrasted with what she
was doing, sucking his cock.  It was his babysitter fantasy come to life.
The rest of his fantasy filled his mind.  He wanted to do all of the things
to Kelly that he had been dreaming about.  The first thing was to get her
naked and revel in her cute teen body.  "Kelly."



   She paused in her bobbing and looked up inquiringly.



   With great effort since he didn't want it to stop, Mike pulled his cock
from her mouth and finished throwing off his clothes.  Kelly watched
expectantly, unsure what to do.  Mike knelt in front of her and pulled her
face to his for their first kiss.  The kiss wiped out any chance of reason
intervening.  Now, they were caught up in the passion of the moment.  Mike
pulled Kelly to her feet and kissed her again.  He pushed off his pants and
led her up the stairs, stopping to kiss and fondle her frequently, and into
the bedroom.  He started pulling her clothes off as he kissed and touched
her.  Kelly was moaning in pleasure as Mike found all of her secret spots
and kissed and fondled them.  She was trembling with desire by the time he
got her panties off and licked the crease between her legs.  She fell onto
the bed.



   Kelly smiled, her face holding a mixture of desire and wonder.  Mike
took the moment to admire the young girl in his bed.  Looking at her
nakedness fueled his desire for her.  He leaned down and took one nipple
between his lips.  It quickly hardened in his mouth.  Kelly moaned in
pleasure.



   Mike's cock was at full staff and reminded him of its desire to be
plunged directly into the girl lying on the bed.  It made that desire very
well known, `Let's fuck!' But Mike liked to please his partner as much as
he pleased his ravenous dick.  He smiled to himself as he set out to bring
Kelly the greatest pleasure he could.  Releasing her nipple, Mike lay next
to Kelly and kissed her.  His hands held her, gently communicating his
strength - that he was in control.  The fingers gently slid over her skin,
teasing her, exciting her.  Their journey took them down her back and over
her ass, then around her thigh.  Kelly tensed as the fingers came close...
Mike felt the tension and stopped, waiting, stroking Kelly's thigh.  Kelly
wanted the touch, wanted to feel his hand cover her sex, make her feel like
she did when she touched her pussy in bed the past week, thinking about
Mike and making love with him.  The tension flowed away and was replaced by
desire.  Her hips thrust up, seeking his touch.  Mike felt her hips hunch
up and he smiled to himself.  She wanted it.  His hands continued, sliding
around her thigh and up, until his fingers brushed the soft hair of her
pussy.  Kelly moaned in her frustrated desire, thinking, `Touch me.' Mike
teased her, moving his hand up her belly, massaging her womb.  Kelly hissed
her disappointment.  When Mike heard her, he smiled and plunged his hand
between her wide spread thighs and into her pussy, wet and hot with her
desire.  The sudden pressure against her pussy, especially her clitoris,
caused Kelly to cry out, "Oh God!"



   Mike smiled, and leaned down to kiss Kelly.  Her mouth sought his,
hungrily, as his fingers stroked over and around her pussy, teasing then
stroking her clitoris.  He pulled back, her mouth following his desiring
more.  Her eyes opened, filled with lust.  "I'm going to eat you all up,
little girl." Kelly's eyes widened.  She had dreamed so many times of what
it would feel like to have a man do that, kiss her sex, and now it was
going to happen.  Her pussy flooded in anticipation.



   He lay between her legs, staring at her open pussy, red and glistening
and reveled in the aroma of aroused woman.  Kelly watched as his head came
towards her, his eyes holding hers, a smile on his face, then she felt his
soft tongue touch her.  It was electric.  Mike watched as Kelly closed her
eyes to focus on the sensations her young body was experiencing for the
first time.  His tongue circled around her distended clitoris, teasing,
then lapping over it.  "Oh," Kelly moaned as his tongue mashed her
clitoris, rubbing back and forth, soft and hard at the same time.  His lips
clamped onto the base of her button, sucking and massaging the stalk as his
tongue licked the tip.  Kelly went crazy at the intensity of the sensations
pouring into her loins, an intensity she hadn't imagined was possible.  Her
climax was quick in coming, like a tidal wave it arrived, overcoming
everything.  She screamed and moaned as it filled her body with pleasure.
Mike was surprised at the sudden arrival of her peak.  She trembled then
her hips started bouncing as her pussy flooded his face with her juices. 
He latched onto her pussy with his mouth, fucking her with lips and tongue
until spent, she fell back and moaned in satiation.



   He looked up at her face, filled with satisfied lust, and smiled.  He
took a moment to look at her pussy, now open and glistening.  He didn't see
much of any hymen, a good sign, since he didn't want to hurt her.  He
shouldn't have any problem entering her.  He wondered if this was her first
time.



   Mike crawled up next to Kelly and cradled her in his arms.  When she had
recovered he leaned down and kissed her.  "Oh Mike.  Thank you," Kelly
said.



   "My pleasure," he smiled.  "I'd like to fuck you."



   Kelly felt a moment of fear, then desire poured in.  Her pussy felt
empty, it wanted him.  She wanted this, to become a woman completely. 
"Please."



   "Is this your first time," he asked gently.  She nodded.  "I didn't see
a hymen so it shouldn't hurt," he told her.



   "Oh.  Yeah, I broke it when I was eleven.  Well, I didn't," Kelly said.
Mike looked at her quizzically.  "I had this crush on my teacher and I
guess he noticed.  He kept me after class one day and took me to his
office. He kissed me.  I was scared and flattered.  But it felt so
wonderful, a man wanting me.  He kept me coming to his office everyday. 
Then, he had me take off my top.  A couple days later he took out his cock
and had me suck it until he came.  I liked that, knowing I had pleased him
so much.  Then he had me take off my panties and he stuck his finger in me,
but he was rough and it hurt, I bled a lot.  It was awful that he hurt me
and he acted like it didn't matter," Kelly said with bitterness in her
voice.



   "It matters to me.  I want this to feel beautiful for you," Mike said.



   Kelly smiled at him.  "I'd like that," she said.



   Mike rolled over her, his cock sliding between the folds of her pussy.
Kelly felt his cock sliding over her pussy and hunched up against it.  It
settled into her opening.  Their eyes locked, knowing a slight push and
they would be coupled, lovers.



   Mike pressed forward and felt his cock slide into Kelly.  Kelly felt
Mike enter her, her body opening for a man.  So big, and yet so wonderful.
Mike rocked into her deeper and deeper until his body pressed against hers,
his cock fully in her quivering pussy.  "Oh Kelly," Mike moaned.  Kelly's
hands went to his ass, pulling him tighter against her, mashing him against
her tingling clitoris.



   Their bodies moved in concert, coming together and parting, pleasing and
being pleased, a sensual dance of passion.  The rhythm of desire caught
them and their bodies responded, matching cadence, a slow intense tempo, as
he moved in and out of her, she felt him filling her, then retreating to
fill her again.



   They danced the dance of passion, rising higher and higher as their
bodies came together, faster they danced, higher, their passion rising in
intensity without a break like the Bolero, the passion crashing into their
bodies, filling them until it couldn't be contained any longer and burst
the restraints.  Mike felt his climax coming, and unable to resist its
power moaned, "Kelly, I'm coming..." He felt the first potent spasms and
his seed rushed from his body and into hers.



   Kelly felt her own climax so close...  Then she heard Mike moaning his
climax and it was on her.  As she felt the heat and wetness of his seed
fill her body, her own climax burst in her body, filling her, draining her.



   A last shudder and Mike was drained, of energy and cum, and he collapsed
over Kelly, still buried in her.  Kelly's climax peaked then faded, leaving
her suffused with joy.  She shuddered in her pleasure.  She felt Mike in
her and knew he had given her his all, and possessed her as no other man
ever had.  Her lover.  Her fingers dug into his flesh wanting to hold him
to her forever, to bond into one.



   They lay together, recovering.  Then Mike, concerned he would squash
Kelly under him groaned and rolled to the side, still holding her close to
him.  Mike and Kelly sensuously touched each other, sated and happy. 
"Thank you, Mike.  That was wonderful," Kelly said.



   "My pleasure, in more ways than one," he answered.



   "Can we do it again?" Kelly asked.



   Mike was troubled for a moment, but he knew what his answer would be. 
"Yes, but we have to be careful."



   "I know.  When?" Kelly asked.



   "Greedy baby?" he asked her.



   "Yes.  You started this, you need to finish it."



   Mike smiled, "Okay.  We'll get together as soon as we can.  I'll call
you."



   "I'm looking forward to that," Kelly said.





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