**********************************************************************

This adult text file contains graphic depictions of consentual sex
between minors.  It is a sex fantasy, and as such is total, absolute
fiction.  The author neither practices, encourages, or condones the
actions described herein.  If you are uncomfortable with this subject
or not yet of legal age in your state or country delete this file now.

Copyright 1996, 1999 by Stephen Peters.  Permission granted to repost
this story as long as the entire text, including this header and the
authors e-mail address (Sxjames@aol.com), remain intact.  Please do
not make this story available in any publicly accessable archive
(this includes pay sites) without the authors permission.

Published by TYGER with permission from the author.  

A very special thanks to The Editor, for his help in proofreading
this story.  All errors and omissions are the authors alone.

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                          *****************
                          **** Kelly 1 ****
                          *****************

                          by Stephen Peters


I'm part of a three person outfit that makes dirty movies with young
kids.  There's myself, Lisa, and Mike.  I do the production and
editing work, along with the 'directing' -- although there really
isn't much directing in kiddy porn.  Lisa is the camera operator (I
help out some too) and Mike is the equipment technician and set
builder.  He is also our 'supplier'.  I don't know how he does his
job and I never asked.  All I know is he has remarkably good luck in
finding willing participants.  Now, we do try and keep them that way
by following a couple of simple rules.  The first one we learned
early: no adults.  Everything is much, much smoother if the kids are
faced with someone there own age and size.  Second: no penetration,
unless the girl specifically asks for it and can show us -- off
camera -- that she can handle it.  Finally, don't burn 'em out.
After four or five sessions it tends to become mechanical and a lot
of the kids will loose 'the look'.  The look is what our clients are
after and our job is to keep them (the clients) satisfied.  It makes
Mike's job tough, (the turnover rate is high enough as it is) but we
survive.

Anyway, on this morning we had two shoots.  One was an order for a
tape loop that goes in one of those booths you see in adult video
stores -- you know, put in a token and jack off to the pictures.  The
other was a 'feature length' film for a client.  Actually, most of
our stuff is made-to-order for people with perversions and the money
to do something about them.  In this case the client wanted some
boy/girl/girl action.  I had a pair of kids in mind for the boy/girl
stuff, but I wasn't so sure about the lez part.  That's when Mike
popped his head into the studio door.

"Hey, I got a little surprise.  You know Kelly?"

"Yeah, sure."  She was our latest 'rising young star' and the girl I
had in mind for the boy/girl film.

"Well..."  Mike grinned, dragging it out.

"Come on..."

"She's gotta friend.  A girl friend, like, and she's bringing her
along."

"Damn," I grinned back "I think we got ourselves a movie."

I first saw Kelly in a amateur video, and I don't think I'll ever
forget it.  She was standing in front of a low bar stool, in what
looked liked to be a very expensive, plush barroom.  Some private
residence, I supposed.  She was sideways to the camera, completely
naked, her long blond hair tied in a french braid.  Kelly is built
kinda solid - not fat or chubby mind you, but certainly not some
skinny little waif.  For a 12-year-old, her nipples are big and
prominent, and even in profile, I could quite plainly see her cunt
mound.  I didn't see much else of her front, however, because her
neck and chest were covered with what had to be a quart of semen.  As
I watched, a very hairy man (shot from the waist down, of course)
appeared and sat down in the bar stool.  There was a burst of male
laughter.  "Jeez, Bill," came a voice from off camera "you'll choke
her."  I could see why -- even semi-erect this dude looked like he
had a horse's cock stuck between his legs.  Kelly tilted her head and
regarded the oversized dick with suspicion, as if she wasn't sure she
could handle it, but after a moments hesitation, she just shrugged
her shoulders then wrapped both hands around the shaft and stuffed
the cocknob into her mouth.  Jesus, I don't know how she did it -- it
looked like her jaw was gonna come unhinged!  Kelly didn't seem to
mind though, she just slowly pumped both hands up and down the shaft
and sucked -- and man, could this kid suck.  Her cheeks were so tight
around his head I could see her tongue working it over.  Pretty soon
the guy starts squirmin' and shaking his legs and then he groans and
says something like "Oh, gonna blow," at which point, Kelly (somehow)
popped the head out of her mouth.  She pointed it to her chest and he
blew all right -- all over her.  He literally hosed Kelly down with
his cum, and it didn't seem to bother her one bit.  When the guy
finally stumbled out of the chair, Kelly turned around and with a big
impish grin (and the fresh cum dripping from her stomach) asked the
guy holding the video camera if he was next.

That was a month ago.  Since then we had done several sessions with
Kelly, and she definitely had a knack for this kind of stuff -- not
camera shy at all.  It did surprize me however that she would bring
someone else along.  The kids are usually very good about not
mentioning what goes on around here.

Just then the door flew wide open.

"Hi y'all," came Kelly's voice, followed by Mike's exuberant "Real
fine day, huh?"  I turned to see Mike holding Kelly's hand, helping
her thru the door.  Kelly in turn was helping another girl cross the
threshold.

"And you're...?"  I smiled at our new arrival.

"Uh...I'm Shawna."

Slight of build and skin tanned to a golden brown, Shawna was the
polar opposite of Kelly.  Where Kelly was the fair skinned, blond
Nordic type, Shawna -- with her short, dark hair, big, liquid eyes
and innocent face -- reminded me of the girl on the 'Les Mis' poster.
"Mmmm," I thought "this should be interesting."

"Glad to meet you.  I see you've met Mike.  I'm..."

"Kelly!  Good to see you!"  Lisa burst into the room, her hoop
earrings dangling and clattering.  With a flourish she bounded over
to Kelly and threw her arms around the young blonde, picking her up
off the floor to give her a hug.  Kelly squealed in delight and
hugged her back, kissing her on the cheek.  Shawna's jaw fell open.

"Who...what..."  she stammered.

"Say hello to the crazy lady," I sighed.

Actually, I don't think Lisa is crazy at all (or, if she is, it's
crazy like a fox).  Lisa has a knack for putting people (especially
the youngsters) at ease even in the most awkward circumstances and we
were very lucky to have her.  Many a shoot would have ended in
disaster without Lisa's soothing words and inventive camera work.
She knows just when to be intrusive and get the kids to cut the crap,
and when to back off and let the performers have a little fun.  As
Lisa sat down on her haunches and started asking Shawna her standard
set of questions ("I'd like to get to know you" I heard her say) I
took Kelly aside.

"So, how have things been with you?"  I asked.

"Oh...okay, I guess."  She shrugged, then she looked up at me shyly.
"By the way...uh, thanks.  The extra came in handy."  The last film
had been an all day affair with herself and three other boys, one of
whom had trouble maintaining an erection.  We had planned on a simple
series of mutual masturbation scenes, but one thing lead to another
and pretty soon Kelly found herself (with her reluctant okay) in the
middle of a three-on-one.  By the end of the afternoon she was
exhausted and irritable (and probably sore jawed - I'd lost count of
how many times she had to suck our non-performer back into readiness)
so before she left I slipped her an extra $50.

"No problem, you earned it."  I replied.  Then, in a more serious
tone, "Say, about Shawna..."

"I know -- not supposed to say anything to anyone.  But she's my
friend and she needs the money and she's uh...willing.  You know?"

"Like....how willing?"

"She wants to help me do a guy," Kelly answered.

"Anything else?"

She stared at me, then lowered her eyes.  "What do you mean?"  she
said slowly.  She knew all right, but I think she wanted me to say it.

"I need you to do a lesbian scene."

"I..."  she paused, then sighed in resignation, "...I guess so.
Shawna and I...I mean, we...uh..."  Her voice trailed into silence.

"Are you two involved or something?"

"Sometimes."  She turned away, embarrassed and irritated.  "Look, if
you wanna film us that's okay, but she really wants to do a guy and I
promised that you'd let her -- so let her, okay?"

"All right.  Sorry, didn't mean to upset."

It's kinda funny.  Kelly is perfectly willing to lie on a bed with
her legs spread as wide as she can so I can better film her
masturbation technique, but she doesn't want me to ask her anything
about her 'personal life'.  I guess it's a self-defense mechanism.
Anyway, I gave her my promise.

Lisa wandered over, loudly clearing her throat, so I quickly shooed
Kelly and Shawna into the shower.  (Oh, that's another standard rule.
Everyone takes a shower before and after.  So much more pleasant
that way.) Then I pulled up a chair for Lisa.

"So, what's your impression?"  I asked.

"She'll do fine," Lisa answered, "as long as Kelly is with her and
leads the way.  I did the usual -- had her drop her panties and give
me a show.  There was no problem.  Nice clean baby-pussy, too."

"Knowing Mike, I would not have expected less.  Just out of
curiosity..."

"She's eleven."

"I see.  Is she willing to give us some lez action?"

"With Kelly, yes.  She also asked me if I would teach her how to give
a guy a blow job."

I chuckled.  "Save that one for Kelly."

Half an hour later, the bedroom studio was coming to life.  Mike had
power cords strung all over creation and what wasn't covered by duct
tape was plugged into lights, lights and more lights.  I don't think
the man has any conception of our monthly electric bill.  Oh well.  I
was just getting the corner camera set up when Lisa entered the room
with the two girls.  As they walked past, the pleasant smell of soap
and shampoo filled the air.

"OK girls, ready to go?"

Shawna looked shyly at Kelly, then back at me.  The two kids nodded
in unison.

"Did Lisa explain the shoot?"

"Sorta," replied Shawna, quietly.  She looked a bit uncomfortable.

"All right, let me fill you in.  We're gonna film a short -- two to
three minute -- tape.  It's not a series of stills, its a real life
film of two girls, specifically you two girls, giving each other oral
sex."

"You mean, we're doing that...uh, that number position thing?"  Kelly
asked.

I chuckled.  "Yeah.  It's called sixty-nine."

"Oh yeah, I remember now," Kelly answered, nodding her head.
Already, after only three films, she was quite the pro.  "So what
exactly do we do?"

"Well," I answered, "you both will be on the bed here.  Kelly, you're
on the bottom, and you can put a pillow under your head to make it
easier.  Shawna, you're on top.  Lisa will have a camera at the foot
- " I motioned to the foot of the bed, "- so Kelly, lay down with
your head at this end.  The camera starts out with a long shot so we
get the sense of what's going on, then moves in close.  Kelly, most
of the action centers on you licking Shawna's pussy.  Start out easy,
open mouth sucking and broad licks are just fine, but on my say-so
give me a split beaver."

"Huh?"  Kelly looked completely lost.

"I'm sorry.  Spread Shawna's labia with your fingers then let the
camera come in close.  I want to see every detail.  After that, you
can do whatever you like -- lick her clit, suck her mound, whatever.
If you can work your tongue into Shawna's vagina that would be great.
When your finished, just lay back and I'll stop the camera."

Kelly nodded.

I turned to Shawna.  "Shawna, I'll have a second camera at the head
of the bed, but because of the angle, it's hard to get a close up.
All I need from you is a little action on command -- lick Kelly's
mons and then put your mouth directly over her pussy, covering the
whole thing.  There is no need to go beyond that -- unless, of
course, you want to.  Any questions?"

"Umm," Shawna asked, "I've uh...never done this in front of anyone
before.  Do I have to fake an orgasm or something?"

"Na," I answered, "No academy award stuff.  This is just a quickie.
OK.  All set?"

Kelly spoke up.  "After lunch, can we get back to the boys?  I mean,
Shawna is my friend and all, but I really enjoy sucking cock more."
Shawna nodded in agreement.

"No problem.  All right everyone, lets get started."

The girls removed their panties (Kelly casually tossing hers aside
while Shawna neatly folded hers and set them on the carpet) then I
arranged the two kids on the bed, getting Shawna's legs spread just
right so Lisa could get the camera in close above Kelly's face.  It
was a shame really; Kelly has such a pretty pussy -- all big and
puffy and wet -- and if Shawna had any experience at all I would have
put Kelly on top.  Oh well, I thought, time enough for that later.
In the mean time, Lisa got Shawna's head situated over Kelly's bare
pubis.

"Here hon," Lisa instructed, "brush your hair behind your ear.  Yes,
that's right -- don't block the camera.  Comfortable?"

"I'm uh...just, uh, kinda nervous, that's all."

"Relax and enjoy yourself.  Don't even look at the camera, just
pretend that this is *your* bedroom."

"OK."  Shawna sounded dubious, but she didn't back away.  Yes, I
could tell there was going to be no problem with her performing.
Lisa took her place at the foot of the bed with the portable video
while I stood behind the floor camera at the other end.  I pulled the
camera into the corner of the room, setting it so I could catch
Shawna's face as she started into her friend's cunny.  After a few
adjustments, I had both girls in a nice, wide profile.  Then I walked
back to the foot of the bed where Lisa waited, camera at the ready.

"All right.  Action."

Thirty seconds later Lisa had to call a halt.

"Kelly," she said, "move your head, I can't see a thing!"  Lisa put
the camera down.  "Look, all you're doing is slobbering over the poor
girl.  Try and be a little more...artful."

Dropping her head back to the pillow, Kelly gave Lisa an apologetic
smile.  "Sorry, me and Shawna...well, I mean I never done a
sixty-nine with a girl before."

"Gee, and I was kinda liking it," Shawna mumbled.

The next time was better.  Much better.  Tilting her head back Kelly
stuck out her tongue and gave Shawna a couple of long, slow licks,
then ran her tongue-tip lightly along the tight groove of Shawna's
pussy-slit.  Her hands were wrapped around Shawna's small bottom,
holding her steady, and after a moment or two of tongue work (Lisa
caught it all) Kelly pulled her friend's bare cunt-mound to her mouth
and started sucking.  She did her best to keep her head tilted out of
the way, but there was no mistaking the genuine enthusiasm with which
she mouthed Shawna's small pussy.  Now Lisa really went to work --
walking the camera from side to side, getting a wide pan shot, then a
close up.  Kelly was cooperating perfectly -- hell, the way she was
alternating between licking Shawna's clit then sucking her mons, she
was teasing the camera as much as she was Shawna.  Satisfied that
everything was okay at that end of the bed, I walked over to where
Shawna was to get her going.  To late; Shawna already had her mouth
squarely over Kelly's plump, hairless cunt -- opening and closing her
lips over the vulva as if she were actually devouring her.  Shawna's
eyes were closed in concentration and in the silence I could hear the
sound of her lapping away.  When she finally lifted her face, Kelly's
pussy lips were wet with saliva.  Shawna started fingering them,
occasionally poking her tongue at Kelly's exposed clit.  It wasn't
exactly what I had planned, but both girls looked to be getting into
it and I wasn't going to stop them.  After another minute or so,
Shawna was starting to moan and Kelly's young cunny was getting
really wet.  It was time.

"All right, Kell" I intoned softly "-- spread 'em."

I walked around in time to see Kelly drop her head, plant both thumbs
aside Shawna's saliva slicked labia, and part the lips.  In the
bright light Shawna's inner cunt glowed a healthy, wet, inviting
rose-pink, and her vagina looked like a small flower bud.  So very
pretty.  I caught Kelly's eye and smiled.  With exaggerated slowness
Kelly stuck out her tongue and rimmed Shawna's vagina, slowly working
the tip of her oral muscle into the small entrance.

"Man, this -- is -- hot" I heard Lisa whisper.

Yes it was.  Kelly managed to get most of her tongue into Shawna's
restricted opening before giving up and (after kissing Shawna's cunt
like a mouth) going back to licking her small clit.  We definitely
had our five minutes worth and I was about to call a halt, when
suddenly Kelly's breathing got real heavy.  She jerked once, then
again, then buried her face straight into Shawna's crotch.

"Mmmmmmm..."  came Kelly's muffled moans as I scrambled over to the
other side of the bed.  Shawna had most of her middle finger inserted
into Kelly's pussy, her lips were locked around Kelly's fore-cunny
and clit, and she was tonguing the big bud for all she was worth.
Dam Shawna had actually got Kelly to orgasm!  (Believe it or not the
girls can and will reach orgasm, but usually not on camera.)

"Ohhhhhhh...uhhh...yeahhhh," Kelly cried as she twisted against
Shawna's body.  I quickly got behind the floor camera, zooming in on
Shawna's face and mouth as she tried to follow Kelly's gyrating
crotch.  It wasn't until well after Kelly's frantic bucking slowed to
a stop that Shawna finally lifted her mouth from her friends pussy.
Cocking her head sideways, she looked back down her body and gave
both Kelly and Lisa a wide, excited grin.

"Bet you weren't expecting that!"

"CUT!"  I yelled.  "That was *perfect*!"

Shawna rolled off of Kelly and sat up.  She was barely able to
suppress her giggles, and the look on her face was one of pure
delight.  Kelly was sprawled out on the bed, eyes closed and her
tongue hanging out of her mouth in mock exhaustion.

"Wooooh, that was great!"  she said when she had recovered.  She
looked up at me.  "Do I get to pay her back?"

"Later," I promised, "after lunch."

One of the things we do to keep the kids happy is to feed them well.
Today was no exception as we had three different pizzas to choose
from, as well as much soda as the kids could drink.  Shawna
especially seemed to appreciate the food as she downed two cans of
pop and three slices of pepperoni before I even had a chance to get
the film into the can.  I was just sitting down to join the group for
lunch when Timothy, our male lead for the afternoon shoot, arrived.

Tim is, in many respects, a strange bird.  He's big and tall for his
age, and with his blue eyes and blond hair (which he wears slicked
back) he is quite a handsome looking lad.  The girls really like him
(so gentle and easy is how they describe him), but he's also...well,
Timothy is kinda slow.  I think it's some kind of learning disability. 
I know for a fact he can barely read.  However, he is not in anyway
what I would call stupid; he knows full well what he is doing and he
can count money just as well as you or I.  Recently he has been
helping out Mike with the lights and such.  Timothy has been with us,
off and on, for about a year now (I know, every rule has an
exception) and I wanted him for this shoot - both for his ability to
remain rock hard no matter what (I kid you not) and for his passive,
non-threatening nature.  After the guys Kelly had to deal with in the
last session, she deserved a break.

I made the introductions then we spent almost an hour over lunch.
Lots of talking, mostly about teeny-bopper rock groups I never even
heard of (Stone Temple Pilots??) and Jim Carry's latest movie.  Both
Lisa and I watched the group dynamics carefully, noting how Shawna
would always look at Kelly before speaking to Timothy.  Kelly and Tim
seemed to hit it off pretty good (I had no doubt that they would) but
Kelly was also being protective of her friend (she made sure that she
sat between Shawna and Tim) and I quickly realized that the only way
to get Shawna involved would be with Kelly guiding her.  Tim, most
likely, would have to play with both girls at the same time.  Lucky
stiff.

After everyone had made a quick stop to clean up, we retired to the
second studio (the living room) for the afternoon shoot.  I sat the
kids in a circle (with Lisa in the middle holding Shawna's hand) and
explained what I wanted.  It was pretty basic - Tim and Kelly were to
appear first on camera, fully clothed, as a boyfriend and girlfriend
who's parents were not at home.  After some talking (not much -
dialog is not Tim's strong suit) they were to kiss, undress each
other then give me 5 to 10 minutes of action.

"What kind of action?"  Lisa asked (right on queue).

"Well, I'll let Kelly and Tim decide the specifics.  I do expect at
least one act of oral sex, and lots of fondling and mutual
masturbation."  The kids nodded.  "Kelly," I continued, "I assume you
have no objections to going down on Tim."

"No," She grinned.

"Do I hafta, you know, lick her too?"  Tim asked.

"Mmmm...I'll let it pass this time."  Kelly stuck out her lower lip
and pouted, but Tim looked relieved.  He wasn't a big fan of pussy
licking, and the last time he had tried, the girl (very young and
inexperienced) had gotten so excited she peed in his mouth.  Needless
to say he was very reluctant to try it again.

"What about me?"  asked Shawna.

"Just getting to that.  After Kelly and Tim have had their fun, Mike
is going to play the sound effect of a door opening and closing.
That's your cue to walk on camera.  You're playing the part of
Kelly's friend-"

"Hey, I am in real life," she protested.

"I know.  This way you don't have to pretend.  Anyway, you walk on
camera and everyone acts real surprised.  Kelly will invite you to
join them on the couch."  I turned and looked at Timothy, "Now Tim,
at this point I want the girls to take the lead.  Let them decide
what there comfortable with, and don't get too carried away with
Shawna.  This is her first."

"It's all right," Shawna interjected, "Tim can, you know, feel my
pussy if he wants.  Do I get to suck him?"  she asked.

"You're sure you want to now?"  I asked, seriously.

"Yeah, I am," she replied equally seriously, shaking her head for
emphasis.

"OK, just follow what Kelly does, and if Tim ever tells you to stop,
do so immediately - unless, of course, you really *want* a mouthful
of cum.  Understand?"

"Yes," Shawna shook her head, eyes wide.  She got the point.

"Oh, and Kelly," I continued, "anytime you want to 'pay back' Shawna,
please do so.  The client specifically requested some girl on girl
action."

Kelly nodded, and there was no mistaking the look of anticipation in
her eyes.

While Lisa loaded the film and Mike busied himself with a few last
minute light adjustments, I walked the two kids thru the opening
scene.  Kelly made up some dialog, reciting it to Tim (and he was
remembering most of it) while I showed them where to stand and where
the cameras would be.

"You'll have the whole couch to yourself, and the rug in front if you
want it.  Lisa will be taking close-ups, I'll do the usual with the
floor camera.  Any last questions?"  The two shook there heads.

I turned to Lisa, "You ready?"

"One sec."  She was just setting into her place on the floor, camera
at her shoulder.  "There.  Ready."

"All right -- let's do it."

The two kids walked into camera focus; Kelly with her arm around
Tim's waist, casually grinding her hip against his as they strode in
front of the couch.  She was relaxed, smiling, eyes part way closed,
and generally trying to look as seductive as hell (and doing a pretty
good job of it.  As I said, Kelly loves the camera.) When they
stopped, Tim swung around to face Kelly then, wrapping is long arms
around her shoulders, they delivered their carefully prepared lines.

TIM: "Hey, my mom and dad aren't home.  You wanna make out?"

KELLY: "Gee, you sure?  My friend could come over any minute."

TIM: "That's all right, she can join us."

(Hey, this is pornography.  What did you expect?)

It got better in a hurry.  Kelly slipped her other arm around Tim's
waist, pulling herself up tight against his body, then started slowly
rubbing her chest and groin against his.  Compared to Tim's big frame
Kelly looked like a blond eel - all slippery and taut - and I didn't
have to see the way Tim clutched at her firm ass to know that he was
feeling the effects of her gyrations.  He pressed Kelly's mons
against his leg, gradually forcing Kelly to spread her thighs, until
finally she hunched herself up onto Tim's legs and started
dry-humping him.  Damn, she was getting genuinely turned on!  She
slipped her hands up Tim's back then suddenly reached up and pulled
his face down to hers.  They kissed, and neither one was acting; when
they broke, it was slowly and with reluctance and - as they did - I
got an exquisite shot of Tim extracting his tongue from Kelly's
mouth.  Kelly, breathing hard, backed up a step and started pulling
her T-shirt out of her pants.  Tim grabbed her hands and together
they worked the thin cloth up her body and over her head, revealing
Kelly's flat chest and big, stiff nipples.  They looked like two
large, pink pebbles.  As she fumbled with the buttons on Tim's shirt,
he unbuttoned her fly, then with a quick shove, sent the jeans down
her legs.  With little, dainty steps, Kelly stepped out of her pants.

"Beautiful - doing just great," I heard Lisa whisper.

Tim stopped long enough to help Kelly peel off his shirt and pants
then he went back to undressing Kelly.  The only thing left was her
panties (both kids had started out barefoot) and as Kelly took ahold
of Tim's shoulders to steady herself, he worked his thumbs under the
waistband.  With a quick jerk, he dragged them over her hips to the
top of her thighs, exposing Kelly's hairless mons and small, firm
bottom.  Kelly wiggled her hips a bit and the sheer piece of tricot
fell the rest of the way to the floor.  She was naked now, profile to
the camera.  I watched as Tim slid both big hands up the side of her
body to her chest.  He caressed her nipples, slowly rolling them
between his thumb and fingers, then keeping one hand on her left
nipple, glided the other back down her stomach.  Slowly Kelly
shifted, spreading her legs, allowing Tim to reach between her thighs
to cup her pussy.  He gave it a gentle squeeze.

"Ohhhhhh," Kelly sighed as her legs started to give way.  Tim
released his grip as she slowly slid to her knees, her face level
with the bulge in his underwear.  Now it was Kelly's turn; she
reached up and snagged the elastic, pulling it down so as to expose
the head of Tim's stiff penis.  Reaching around behind himself, Tim
pulled his jockeys over his ass and then Kelly finished tugging his
undies the rest of the way down his legs, letting them drop to the
floor.

For a fourteen year old, Tim has a really nice cock -- five inches or
so and just thick enough to fill a pre-teen girl's mouth.  For a
second or two, I thought Kelly was going to do just that (fill her
mouth with it, I mean) but instead, she leaned forward and kissed his
big, tight balls, running her tongue over and around the sack.  Tim
jumped at the contact, reaching for the back of Kelly's head to
steady himself.  With broad, wet licks, Kelly ran her tongue up the
shaft, then, taking hold of Tim's hips, continued licking up his body
until she was upright.

"Come on," she grinned, then taking a step sideways, fell onto the
couch, pulling Tim down beside her.

For the next five minutes or so, while I concentrated on filming wide
angle body shots and facial close-ups, Lisa sat herself down in front
of the couch and started shooting close-ups of another kind.  Kelly
and Tim could not keep their hands off one anothers genitals and Lisa
got an eyeful - she must have shot several hundred feet of film of
Kelly's rhythmic up-and-down cock stroking.  Tim, for his part, gave
Kelly's bare little muff a pretty good workout too.  At one point, I
remember Lisa asking Kelly to open up a bit.  As I glanced away from
my camera monitor, I saw Kelly lift her leg out of the way, reach
down, then pull back on her pussy lips - giving Lisa a unobstructed
view of Tim's finger sliding in and out of her vagina.  With a casual
"thanks," Lisa went back to filming.

Anyway, after a series of long deep kisses, Tim turned his attention
to Kelly's chest, sucking one of the turgid nipples into his mouth.
I was busy filming Kelly's reaction when I felt a tug on my sleeve.
It was Shawna.

"Hey," she whispered "when is it my turn?"

"Oh, yeah" I answered, smiling sheepishly.  I'd been so involved with
filming Tim and Kelly that I'd almost forgotten about her.  Catching
Kelly's eye, I pointed to my mouth.  She rolled her eyes and sighed
in exasperation.  Normally Kelly is quite the enthusiastic cock
sucker, but she was really enjoying Tim's combined nipple-sucking and
pussy-massage and didn't want it to stop.  However, after I motioned
one more time, she shrugged then pulled Tim's face from her chest.

"OK, Timmy," she whispered as she turned to face him, "scoot over a
bit.  I get to do you for a while."

Tim slid over to the far end of the couch as Kelly, stretching out on
her stomach, rested her head in his lap.  Cupping Tim's testicles in
her small hand, she went to work; first licking the pre-cum from
Tim's dick head (she wouldn't take a full load of ejaculate in her
mouth, but apparently a little pre-cum was okay), then kissing,
nibbling and teasing the shaft until she had worked about half of it
into her mouth.  Yes, Kelly was really playing the camera.  Slowly
she bobbed and sucked, making obscene slurping noises as she did so,
and every once in a while she would slip Tim's cock out of her mouth
and lick the shaft clean before guiding it back into her oral
entrance.  I wasn't sure how long Tim could hold off, and when he
started emitting soft groans I figured I'd better get Shawna into the
act before Kelly got too carried away.

"Mike -" I turned towards where he sat in the corner, monitoring the
lights and camera feeds, "- whenever you're ready."  Shawna
straightened her dress and took a deep breath.

The doorbell sound caught Kelly and Mike by surprise, which was just
as I'd hoped.  Kelly popped Tim's dick out of her mouth and looked
around, just in time to see Shawna walk on camera.  Shawna, in a
reasonably good job of acting, opened her mouth and gasped.

"OH!  Kel-- Kim, I mean, what are you doing?"

"I'm giving my boyfriend a blow job," Kelly calmly replied.  "Ya
wanna help?"

For a second, Shawna stood there, unsure what to do next.  Kelly
started climbing off the couch.

"Oh, yeah - sure," Shawna said, recovering quickly, "I'd love to."

With Kelly's help, Shawna wiggled out of her blue, knee length dress,
letting it drop to the floor around her feet.  Her panties were next,
and as she stepped out of them, she lifted her leg high and paused,
giving us all a nice long look at her hairless, pre-teen slit.  Kelly
took her hand and the two girls climbed back on the couch, knealling
down on either side of Tim.

Shawna looked expectantly at Kelly.  "Well, where do I start?"  she
whispered.

Kelly, smiling lewdly, bent over and whispered something into
Shawna's ear.  Shawna listened intently, eyes wide, then after a
moment nodded.  Quickly, both girls shifted position; Shawna laying
down on her stomach, Kelly bending at the waist to give Tim's dick a
last few sucks.  When Shawna finally got settled, Kelly un-mouthed
Tim's cock and grabbing hold of the base, offered the stiff sex organ
to Shawna.

Slowly, tentatively, Shawna stuck out her tongue and licked Tim's
dick.  It was as if she were licking an ice cream cone.  "No, silly
-" Kelly giggled, "you're supposed to *suck* it."  Obligingly, Shawna
opened wide, allowing Kelly to guide Tim's swollen cockhead to her
lips.  She paused, then with a deep breath, Shawna closed her mouth
around Tim's penis and started sucking.  It was kind of slow and
exaggerated at first, but she quickly got the hang of it, and after a
while, she started working her whole mouth up and down the shaft.
She had to stop a couple of times to catch her breath, and at one
point, she pulled Tim's dick completely out of her mouth and
swallowed loudly, clearing her oral cavity of saliva.  Kelly, in what
I believe was a genuine display of affection for her friend, brushed
the hair from Shawna's forehead and kissed her brow.

"Doin' okay?"  she asked.

Shawna didn't answer, but there was no need to.  She gave Kelly a
wry, knowing smile then closed her eyes and stuffed Tim's dick back
into her mouth.

What happened next I still have a hard time believing - it was
certainly the hottest thing I've ever gotten on tape.  Kelly,
completely with out warning, sat up and jumped off the couch (almost
landing on Lisa) then walked over to the far end of the couch where
Shawna's legs lay draped over the edge.  Bending over, Kelly grabbed
Shawna by the hips and tugged, pulling her small ass high into the
air.  It took Shawna a second to realize what Kelly was up to, but
once she did, Shawna quickly got her legs underneath her - one knee
on the couch, one foot on the floor, straddling the seat cushion.
Lisa scrambled over, laying down on her back to film Shawna's wide
open pussy from below as Kelly knelt behind her friends upthrust
bottom.  She placed her hands on Shawna's ass-cheeks, spreading them
slightly, then Kelly lowered her face into Shawna's crotch.

Shawna stopped her cock sucking just long enough to raise her head.
"Oh Kell..."  she moaned, shuffling her feet so as to give Kelly
better access to her girlish slit, and then she went right back down
on Tim's swaying dick.  "Ummmphhh" came Kelly's muffled reply,
followed by the wet, slick sounds of her mouth against Shawna's
pussy.  Damn, I'd never seen anything like it!  Kelly was pushing her
face so hard into Shawna's crotch that the little eleven-year-old had
to grab Tim's body to keep from getting her face pushed off his lap -
and yet, Shawna never stopped her frantic bob and suck action.  Up
and down, up and down, and as Kelly ate her out, Shawna only seemed
to increase her pace.  I rolled the camera in tight, filming a
close-up of Shawna's pink, wet lips as they stretched around Tim's
dick, when out of the corner of my eye, I saw Tim throw his head
back, mouth agape.

"Hi...Honna...Humm," Shawna moaned in between sucks.  She was trying
to warn us she was on the verge of cumming, but with her mouth
stuffed as it was it was hard for her to talk.  With jerky, trembling
motions, she brought her right hand up and around to grasp Tim's
penis, frantically jacking at the shaft.

"Shawna," I warned, "better..."

It was too late.  Shawna gave a high pitched whine that turned into a
series of open-mouthed gasps, "Uh...Uh...Uh...".  Her body shook, her
eyes glazed over and then...

"AAAUUUUUUUUUUGGGGGGGGGGG-"

"Oh SHIT!"  Tim screamed, and Shawna's cry of ecstasy was cut short.
Lifting his butt off the couch, Tim ejaculated straight into Shawna's
mouth.  Shawna, her free hand flailing in the air, tried desperately
to swallow the load, but it was simply to much for her -- she choked.
With a harsh cough, Shawna opened wide and let the thick goo pour
out of her mouth and down Tim's cockshaft.  Tim bucked at her again,
but now Shawna seemed frozen in place - paralyzed, slack-jawed,
letting him pump his semen into her oral opening at will.  Three more
times Tim bucked, each time splattering another load of cum against
the back of Shawna's throat - where I would then film it cascading
down Tim's dick.  Finally, after a fourth thrust in which the whole
length of his shaft disappeared into her gaping mouth, Tim collapsed
back onto the couch, breathing hard and moaning.

For a long while, no one moved; Shawna remained hunched over Tim's
lap, letting the sperm drain from her mouth, waiting until Tim's cock
had softened to semi-erectness.  Then, very slowly, Shawna turned her
face towards the camera.  A thick gob of drool and semen hung from
her lower lip; her dark eyes were round and moist.

"Can we..."  her voice was soft, pleading "...I mean, can we stop
now?"

Tim got to her first, picking her up by the armpits and turning her
around to face him.  Shawna collapsed onto his chest and a split
second later, Lisa had her arms around them both; cuddling the two
kids as she cooed softly into Shawna's ear.  I glanced at Kelly; she
was sitting up on her haunches, her face a mask of bewilderment.  "Oh
- my sweets!"  she groaned, then she too joined the group.  I turned
off the camera then quietly asked Mike to kill the lights.

That, of course, was it for the day.  It took a while but Lisa
finally got everyone calmed down and headed for the shower (Shawna
asked for - and got - a long, hot bath).  Poor Tim looked absolutely
miserable (he told me later that he was afraid I'd never let him do
another blow job scene) but both Lisa and I assured him we didn't
blame him - it was simply 'one of those things'.  (What I didn't tell
him was that he and Shawna had earned us an extra $500 - this client
was willing to pay big bucks extra for a cum-in-mouth shot.) Later,
as the two girls were getting ready to leave, I took Shawna aside and
asked her if she were still willing (after everything that had
happened) to join our group.  She hemmed and hawed, but finally
(after some good-natured cajoling from Kelly) nodded yes.

"Shawna," I said, "you're a real trooper."  She smiled, weakly,
avoiding my eye.  "Seriously," I continued, "you're both very good
performers and if you and Kelly are willing I'm sure we can work out
an arrangement.  Alternate shoots with the boys, maybe do the
occasional film with just you two alone.  It's good bucks and with
both of you available the schedule is reasonable -- two or three
films a month, max.  What do you think?"

"Well..."  Shawna looked at Kelly, "...I suppose...as long as I, uh,
you know, get to call the shots.  One person at a time, right?"

"Understood."

With a promise from Kelly that they would both be back, Mike led the
kids out the door, followed by Tim.  Lisa had already left for her
night job, so I spent some time just puttering around the apartment;
clearing the pile of empty pizza boxes and soda cans from the kitchen
table, rolling up a few power cords Mike had missed.  After a while I
wandered into the living room studio and sat on the couch, savoring
the aroma of sweat, teenage musk, and pre-pubescent pussy.  No, I
chided myself, save it.  I had a twelve hour editing job ahead of me
and I knew that I'd better get started.

**********************************************************************
Comments (good or bad) are most definitely appreciated, please direct
them to Sxjames@aol.com.





    

kelly1