Subject: Naught Babysitter Part 3 - Sex With Billy and His Sister Jenny
Story Codes: (mF, fF, mf, incest, mast)
By: Kelly <pghkelly@yahoo.com>

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                                   !!!WARNING!!!!
This file is a work of fiction containing sexually explicit material which may 
include depictions of underage, nonconsensual and unprotected sex as well as 
incest and adultery. It is not intended to implicate any person or action by 
them or me, nor advocate such practices. If you can't separate fantasy from 
reality, get professional help - FAST!

The material is distributed as "For Adults Only" and possession by a minor is 
strictly forbidden.  If you are not legally empowered to be in possession of 
this material, do not read it and delete it immediately.

This work is copyrighted to the author ©2010. It may be posted to non-commercial 
"free" sites, or in the "free" area of commercial sites so long as no changes 
are made AND the author information is retained.
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Up until the last day of the year I was still debating what to do on New Year’s 
eve.  My parents were just going to stay home but I knew what they had planned 
and sometimes it’s best just to let them have a night like this together.  A few 
friends of mine were planning to go downtown and celebrate the new year with 
some of the city-wide activities.  I hate getting cold and spending a winter 
night roaming the streets just isn’t my cup of tea. My cousin was planning on 
having her boyfriend over and although I knew she would have shared him with me 
if I asked, it was her boyfriend and I had already had him once before.  Beth, 
my best friend, was of course planning an all-night, take-no-prisoners party. 
Although I always found her parties to be stimulating to say the least, I was 
looking for something more intimate and personal.  Granted, having a dozen guys 
available to do my bidding was not exactly a bad way to spend an evening, but it 
was something I had to be really in the right mood for and tonight I wanted to 
at least know the name of whoever I was with.

It is times like this that a boyfriend can come in handy, someone you can depend 
on to be there for you.  Ever since my last one dumped me over a year ago, not 
even three weeks after I left for my first year of college, I have been 
unwilling to get back into that sort of relationship again unless I know there 
is some possibility for a long term relationship.  So far such an opportunity 
has not arisen so my sex life at school this year has been 99% self-inflicted if 
you know what I mean.  I was able to get together with Brenda, my roomie from 
last year,  and her brother once which was nice and even went to a frat party in 
Columbus for the first time where things got a bit carried away, but other than 
that my dad has been my only reliable source of sex and I only see him every 
month or two when I am at school.  I guess you can understand why I love coming 
home for the holidays!

It was noon and I was about to call my friends and somehow keep warm downtown 
when the phone rang and my mom called for me.  To my surprise it was the wife of 
the family I had been babysitting for a couple of times this past week – the 
family with the thirteen year-old boy I had fucked just 2 nights ago!  For a 
moment my heart went to my throat as I imagined that he had for some reason told 
his parents what had happened!  I was desperately searching for something to say 
when she asked me if I was available tonight!  She apologized profusely and said 
their babysitter had just called, claiming she was sick, and they had a big 
corporate party to go to with no one to look after Billy or Jenny.  Frankly, I 
didn’t understand why they needed a babysitter in the first place (Billy would 
be 14 in a month and Jenny would be thirteen in two months) but who was I to 
argue?  My mind immediately thought of Billy – actually I envisioned Billy nude 
and fucking me. I felt a twinge in my pussy as I remembered how he felt in me, 
how hot I was when this thirteen year-old boy had fucked me for the first time.  
This all went through my head in about two seconds after which I quickly told 
her I could do it.  She sounded so relieved – I wonder if she would have been so 
happy if she had any idea why I was so willing to accept such a job in New 
Year’s Eve on such short notice!

I was a bit surprised when her husband picked me up fifteen minutes early.  I 
was barely finished getting dressed after taking a shower and I just had enough 
time to kiss my mom goodbye as I ran out to his car. As I got in he apologized 
for being early, saying said he had been out so rather than sitting at home for 
ten minutes he took a chance that I would be ready. As he started the car, I 
noticed him looking at me again.  It wasn’t just a glance but something more. I 
have had enough boys and men look at me that way over the years that I knew what 
was on his mind – he was undressing me in his mind, wanting to touch me and have 
sex with me, wishing I was available for him.  Oh yes, I knew that look - that 
lustful, animal look that men got when they see a girl with their minds clouded 
by sex.  I wasn’t Kelly to him, not a real girl with feelings and emotions.  No, 
I was now one of those girls in his porn magazine, the one he masturbated over, 
just a sex toy he wanted to play with. 

At this point I knew I had two options. I know that when men looked at me that 
way I was actually the one with the power, the one who called the shots.  I knew 
that if I wanted, I could get him to do almost anything so long as he thought it 
gave him a chance to have sex with me. All it would take was a hint from me that 
I was available and almost could happen then! I could also could ignore him or 
even tease him a bit but not let him have me but where was the fun in that!  All 
these thoughts ran quickly through my mind and we weren’t even out of my 
driveway before I had made up my mind.  Actually it wasn’t a tough decision!

“You know,” I said with my sexiest voice, “When a man looks at me that way he 
usually isn’t thinking about me babysitting his kids.”

His face flushed as he knew he had caught him. “Sorry Kelly,” he stammered, “You 
have been awfully suggestive lately so I just thought……”

“That’s OK,” I interrupted him, “I was worried that maybe you weren’t 
interested.  Hmmmmm, I guess you are.”

Without  saying another word I moved over on the seat to be next to him and put 
my hand on his crotch. I could feel that he was rock hard underneath as I rubbed 
him.  He started to say something but I just ignored him and quickly undid his 
pants and reached in to grab his hardening cock.  I was moving so fast he didn’t 
have time to react or do anything but drive down the street.  Before we reached 
the end of my street his cock was free and I had started sucking him.

“Oh my God Kelly,” he finally said as he braked for the stop sign.  “What are 
you doing?”

I released his thick cock and looked up at him. “Hmmm, now don’t even try to 
tell me that you don’t want this.”

He smiled down at me and put one hand on my head, pushing me back to his cock. 
“No, I can’t say that.  I just can’t believe you’re actually doing it!”

Well I certainly was.  This was no time to be coy, I knew I only had a short 
time to make him cum and so I used every trick I knew to give him the fastest 
and most intense blow job he had ever had.  Hmmm, not to say I wish I had all 
day.  He had an average length cock but it was thicker than most – my favorite 
size.  I could take him all in my mouth and feel stuffed without having to worry 
about gagging. He was unshaven, not even trimmed which meant his crotch was a 
thick forest of coarse pubic hair.  I loved the feel of it against my cheeks as 
I buried my face into his groin when I sucked his cock hard.  He smelled 
incredibly strong, a heavy musky scent and I had a feeling he had skipped his 
shower this morning from the sweaty odor that was mixed in with his natural 
aroma.  I loved the feel of him growing in my mouth, quickly hardening and 
getting longer. Few things turned me on more than feeling a cock growing in my 
hand or mouth, knowing it was reacting to me, that I was the reason for him 
getting so horny. I felt sexy, even a bit slutty, that men wanted my body.  I 
knew it wasn't me they wanted but who cared so long as I got fucked in the 
process.

It was only three blocks to their house and even I wasn't going to get him off 
in that short time so  I was pleased when he pulled over to the curb just before 
we got to their house.  He leaned his seat back and just groaned as I stroked 
his cock in and out of my mouth, rolling my tongue around his shaft, using my 
lips to caress the head when it was barely in my mouth.  I never let it escape 
though, always keeping it in my mouth as I fondled his balls gently with my 
hand. God I wanted him to cum, to fill my mouth with his seed.

“Damn Kelly, you sure know how to suck a cock!” he said between moans. “Oh god!  
I have NEVER had my cock sucked like this before!”

His hands were holding my head, my hair between his fingers.  I could have 
almost just relaxed and let him do the work the way he was pumping my head up 
and down on him.  He was virtually masturbating using my mouth instead of his 
hand except I was sure my mouth felt a hell of a lot better than his hand ever 
would!  If he had hung on much longer I would have actually been disappointed.  
I can give a damn good blow job and when I want a man to cum I have not found 
one yet who could resist my efforts. Sure enough, I felt his balls tightening in 
my hand and his hips lifted up from the seat.

“Fuck yea, suck it girl!” he gasped, “Here it comes…….take it bitch, all of it!”

He didn’t have to say anything since I had no intention of letting one drop 
escape.  I sealed my lips around his hard shaft as he convulsed and I felt the 
first shot of cum strike the back of my mouth, followed by another and yet 
another.  He kept cumming, the later loads more a jerking of his cock as his 
balls emptied but I hung on to him the whole time, feeling my mouth filling with 
his salty cum.  I couldn't swallow while he was cumming and don’t think I could 
have held any more without letting some leak out past my lips so he finished 
just at the perfect moment.   I let his cock slide from my mouth and then looked 
up at him, opening my mouth to show him his load.

“Shit, that is so hot!,” he exclaimed as he looked at my, running my tongue 
through his cum in my mouth. “Damn, you really like that stuff don't you.  What 
a fucking slut!”

My response was to swallow it all down.  It took a few swallows to clear it out 
of my mouth and I had a strong aftertaste of his cum in my mouth.  I opened my 
mouth again and showed him to prove it was all gone.

“I love cum.” I told him. “I also love what I have to do to get it.”

“Well it’s obvious you do Kelly,” he said with a grin. “That was the most 
incredible blow job I have ever experienced in my entire life!”

He fixed his pants and straightened up his seat.  He reached for the keys to 
start the car again but then sat back and turned to look at me.  He was shaking 
his head slowly with a hint of a smile on his face.

“You know Kelly, most folks around here believe you to be a little slut.  I 
always figured it was just rumor since anytime I have seen you around you were 
always looking like miss perfect and all.  Hell, you led the church youth group 
and we’ve had you as our babysitter for years!”

I just gave him a coy smile and said nothing.  Instead I ran my tongue over my 
lips.  I could still taste his cum and memories of his cock in my mouth were 
still running through my head.
He wasn’t finished though and what he said next took me a bit by surprise.

“So tell me Kelly, how long have you been fucking my son?”

It was a question that was so unexpected I couldn’t help but react before I 
regained my composure.  “What do you mean?” I said with a voice that sounded 
unconvincing, even to me.

He surprised me again as he laughed at my reaction. “I had a feeling but I 
wasn't sure until I saw that look on your face there for a second.  Ever since 
you babysat him last time he has spent every spare minute locked in the 
bathroom.  I was wondering why in the world he was masturbating non-stop but 
once I knew for sure you were a fucking whore I had my answer.”

I was speechless.  My worst fears were being realized.  As much as I loved 
fucking Billy, I always had this nagging feeling that his parents would find out 
and I would be in deep shit. Well, I was surprised for yet another time.

“Don’t look so scared Kelly.” He said in a reassuring voice. “When I was his age 
I would have given anything to fuck my babysitter.  Unfortunately, mine wasn't a 
slut like you and she wouldn’t do anything although she teased the hell out of 
me.  Honestly I don't mind if he fucks you, I was doing my neighbor when I was 
his age.   His mother would freak though so whatever you do, don't get 
pregnant.”

I didn’t know what to say.  This was NOT what I was expecting.  Here I thought 
he would be turning me in to the police and instead he was actually encouraging 
me to fuck his son! Well, what could I say – cool!

“Don't worry, I’m on the pill,” I told him.

“Someone that doesn’t surprise me in the least,” he replied.  He didn’t say it 
but I knew what he was thinking, it didn't surprise him that a slut like me 
would be on the pill. In any case, we were at their house a few seconds later 
and when we walked in his wife came to me looking relieved.

“Oh Kelly,” she said as she hugged me, “Thanks for spending you New Year’s Eve 
here.  I don’t know what we would have done if you had not been available!”

I smiled and wondered if she would have been so happy if she had any idea what I 
had been doing to her husband not 10 minutes earlier.  Hmmm, or what I had 
planned for her kids tonight after she was gone!  I almost felt guilty given how 
much she trusted me and the way I betrayed that trust with Billy and even now 
was planning to betray it even further with Jenny.  Well, the guilt was easy to 
live with as somehow I doubted that I was the first girl to suck her husband’s 
dick.  Hell, if we had more time I knew I have not been the first girl he fucked 
besides her since they were married.  Our little session in the car went too 
fast and smooth for it to be his first time cheating on her!

They hurried out the door and then it was just me with Billy and Jenny.  Billy 
was looking at me like I was the biggest piece of candy in the store.  Jenny 
just went off to her room to do whatever she was doing.  No sooner than she had 
left the room than Billy was practically panting in front of me.

“C’mon Kelly, can we fuck again tonight?” he asked, not wasting a moment.  I 
looked down and saw his cock was trying it’s best to burst through his pants.  
This was one horny kid! I literally had to hold him off.  I think he wanted to 
strip my clothes off right in the hallway and fuck me there! 

“Hang in there tiger!” I scolded him gently, “We have to wait until Jenny goes 
to bed.  That is, of course, unless you did what I told you to do last time I 
was here.”

Billy looked down, a guilty look on his face. ”No Kelly, I was afraid to ask her 
to do anything.  All I could think about is you and how good it felt when we 
fucked.”

He looked so cute!  He was my height and was growing out of that little boy 
look.  God I wanted to fuck just as bad as he wanted it!  It was over an hour 
before Jenny was due to go to bed and my pussy ached for this boy’s cock more 
than it had ached for anyone’s in quite a while.  I decided to hell with it, I 
wanted it and I wanted it NOW.  I took Billy by the hand and motioned for him to 
be quiet. We went by Jenny’s room and I peeked through the crack in the door and 
saw her reading in her bed.  She looked totally absorbed which was exactly what 
I was hoping for.  We continued on to Billy’s room and when we entered I closed 
the door behind us.

“Well Billy, if you want to fuck me then what are you doing in those clothes?”

I knew that being direct would turn him on even more and I was correct.  He 
practically tore off his clothes and before I knew it there he was in front of 
me, stark naked with a cock so hard I thought it might burst.  I kept my clothes 
on for the moment; it felt more erotic having him nude while I was dressed.  
Kneeling in front of him, I held his cock in my hand – god he was hard!   “So 
Billy, did you dream of me doing this to you again?”

He sighed as I took him in my mouth while I waited for answer. “Oh yes Kelly!”

Well, he was even hornier than I had thought.  No sooner did I get him all in my 
mouth than he thrust his hips into my face and started to cum. I still had the 
taste of his dad in my mouth but that was quickly overwhelmed by the flavor of 
his son’s cum.  Billy was less bitter than his dad but he didn't have near the 
volume his dad produced.  Of course, masturbating several times a day was 
probably keeping his payload minimized. I took his cum and quickly swallowed it.  
I got up and hugged him, still holding his cock with one hand, gently stroking 
it as I consoled him. He looked like a puppy that had been scolded, “I’m sorry 
Kelly, I just couldn't hold it back.”

“That’s OK Billy, I understand.  Actually I take it as a compliment.”  Rubbing 
his still solid cock, I said, “Besides, at your age it doesn't matter, look how 
hard you still are!  Now undress me.”

I stood back from me and he looked uncertain at first but I was dressed in 
clothes that were easy to remove – jeans and a shirt.  With no bra or panties, 
he had it pretty easy! As he undressed me his cock rubbed up against me a few 
times and I shivered at the feel of him. I wondered if he had any idea how badly 
I wanted him, how much I craved his 13 year old cock.  One thing about having 
sex with a 13 year old boy is there is not much in the way of foreplay.  He 
could only think of one thing – fucking me.  Oh well, who was I to argue?  I 
went over to his bed and leaned over it, spreading my legs apart for him to have 
nice view of my bald pussy.

“Ok Billy, tonight we are going to do it a bit different than last time.  This 
is called ‘doggie style’ and I think you can see why.” I motioned for him to 
come up to me. “Ok now, you can see my pussy and how wet it is, just grab your 
cock and put it in me.”

Billy was more than ready!  He moved in close and felt the head of his cock 
against my asshole.

“No Billy – not in my ass.  Some girls like their asshole fucked but not me.”

Billy looked a bit flustered but he recovered quickly.  This time I could feel 
his cock head pushing against my pussy.  I reached underneath and spread my lips 
apart for him and his head slipped into me.   He started to push forward but I 
reached in and held his cock to keep it from going in further.  Time to teach 
him a little patience and technique!

“Don’t rush it Billy.  A girl is very sensitive just inside her pussy.  Your 
head is nice and big so it can really feel good if you hold it like this, just 
inside of me.  Now move it in and out just a little bit, just enough to 
stimulate me.”

He was an excellent student!  He moved in and out just a few fractions of an 
inch, his cock head with its lip rubbing just inside of my pussy. God it felt 
good! This is what I wanted, what I had dreamed about all afternoon.  Now I 
wanted more, I wanted to feel all of him in me.

“OK Billy, now move it in me all the way – slowly though.  Take your time, let 
me feel every inch of you as it passes into my pussy.”

My student was getting an A+!  He grabbed my hips and I could feel the pressure 
as he pushed himself into me.  I always love it when a cock moves into me this 
way, feeling it fill me, violating me, fucking me.  He was soon all the way into 
me. I felt his groin pressing against my ass, his light pubic hair tickling my 
bare skin just a bit.  He was too horny to stay that way for long.  The sexual 
instincts engrained in his DNA took over an he began fucking me, driving himself 
in to the hilt and then pulling out, sometimes all the way out before ramming it 
back in me again. He was getting more used to fucking me now, more willing to 
let himself go with less hesitation.

“That's it Billy, fuck me!” I moved my ass in rhythm with his strokes, helping 
him to drive himself in as deep as he could into me.  His hands gripped my hips, 
pulling me into him.  The suddenly he slammed into me and held himself there as 
I felt the heat of his cum blooming inside of me.

“Cum Billy,” I cried softly to him, “cum in me more.  Fuck me Billy!  Oh god 
fuck me!”

Billy spent his load in me and then collapsed on the bed.  His cock was sticking 
up, still hard and glistening with the wetness of my pussy and his cum.  I 
sucked on it softly, making him jump as I took it in my mouth as he was still 
sensitive after cumming in me.  Oh did it taste good!  I love sucking cock and 
having it covered with my pussy juices plus his cum was the perfect meal.

Suddenly I heard a gasp and I looked to the door.  It was open just a bit and I 
caught a glimpse of Jenny, wide eyed as a deer in the headlights, looking in at 
us.  He hand was over her mouth trying not to make another sound.  When our eyes 
met she quickly darted away and I heard her footsteps as she ran back to her 
room.  Billy looked at me with fear, not able to even speak.  I told him to just 
stay in his room and let me take care of everything.  I grabbed my shirts and 
threw it on as I went down the hall to Jenny’s room.  Her door was locked and I 
called in to her to open it up.  At first she refused but finally I heard a 
click and the door knob turned in my hand,  I went in her room to see her on her 
bed, looking at me like I was some alien from outer space.

“We need to talk Jenny.” I said to her as I went to her bed and sat down beside 
her.

Jenny wouldn’t even look at me.  “I saw you screwing my brother.”

I figured there was no sense in denying anything. “Yes, we were.  What do you 
think about that?”

She just shrugged her shoulders. “I don’t care. I was just surprised I guess.”

“Have you ever done anything with a boy Jenny?”

“Well, Tommy tried to touch me once. We were kissing and he put his hand on my 
boob.”

I smiled, not the least because there wasn't much there to call a boob yet but I 
would never embarrass her by saying anything.  “Did you like it when he touch 
you?”

“Not really.  He was rough and he squeezed too hard.”

I took a deep breath.  Something told me that there was more to Jenny than she 
wanted to say, that she just needed someone to help her get it out. I figured 
she had already see enough  tonight to seal my fate so what did I have to lose?  
I hugged her and as I did I put my hand on her chest.  Her breasts were just 
beginning to develop, more like small mounds on her chest than anything else 
yet. Her nipples were another thing though.  Almost instantly when I touched 
hers they hardened and I could feel them with my fingers. I was expecting her to 
push me away but instead she really didn't do anything.  I began to slowly 
massage her budding boobs.

“Is this the way you like it Jenny?  Is this the way you do it when you are 
alone?”

I noticed she had closed her eyes.  In a soft voice she responded to me, 
“Mmmmmm, yes that feels good.”

I reached under her nightshirt and felt her bare breasts in my hands.  They were 
still small but her nipples were so hard it was incredible. I had never felt 
another girl’s breasts that were so small, so young. I remembered touching 
myself at her age, how good it felt, how amazing it was to see and feel myself 
changing, becoming more sexual.  I also liked the ways boys started looking at 
me, the way their eyes would drift down to my chest.

Carefully I lowered her until she was laying on her back. Her arms were to her 
side and her eyes were still closed. Softly I spoke to her: “That’s it Jenny, 
just keep your eyes closed and pretend that Tommy is here, that he is the one 
doing this to you. Let me show you how someone should make you feel.”

Her silence and heavy breathing told me all I needed to know.  I dropped my 
shirt and laid next to her, letting my nude body rub against hers as close as 
possible.  I caressed her hair, running my hands through it, gently tracing my 
fingers against her neck and shoulders as I did. Pushing her hair to the side, I 
softly kissed her neck, letting my tongue run around her ear and to her cheek. 
Then I kissed her.  She responded, gently at first and then with more passion.  
I felt her arms around me as she pulled me tighter to her.  Her eyes were still 
tightly shut and I wondered who she was kissing – me or Tommy? I touched her 
lips with my tongues and hers parted.  I slipped my tongue into her mouth and 
her tongue came to touch mine.  The longer we kissed, the more passionate it 
became.  I shifted to be more on top of her, my breasts rubbed against her 
nipples and I think we both felt a shiver run through us.

I glanced to the side and I saw that Billy had caved in to his voyeuristic 
desires and was watching us from the door.  I didn't mind myself, I was actually 
glad he was watching and hopefully getting hornier by the minute! I had plans 
for him and jenny and the hornier he was the better. Turning my attention back 
to Jenny, I slowly allowed my hand to drift down her stomach and then down and 
one leg to her knee. I reached inside more and traced my fingers back up the 
inner part of her thigh.  Her legs were so soft and smooth!  As I neared her 
crotch and gently allowed the backs of my fingers to pass over her pussy, she 
moaned softly as we continued to kiss.  I felt her hips rise up slightly, 
pressing up against my hand.  I slipped one finger in between her pussy lips and 
slid it down to her little hole and then back up to touch her clit.  When I did 
she jumped and kissed me even harder.  I toyed with her and moved back to her 
pussy hole and slowly slid one finger into her.  She pulled back from me then 
and gasped, and then finally opened her eyes to look at me.
“What are you doing to me?” she panted, “Feels so good…….”

“Just enjoy it Jenny,” I told her as I marveled at how tight she was. “Let 
yourself go.  Don’t fight it, just let it happen.”

I kissed her nipples, taking them in my mouth and running my tongue around each 
one.  Her boobs may not have developed much yet but her nipples were certainly 
sensitive!  I was just holding my finger in her while I used my thumb to rub her 
clit.  She was moaning almost continuously now, getting louder as she became 
more and more worked up.  I was pretty sure she had never even gotten herself 
this hot yet even when she masturbated so I could only imagine the whirlwind of 
emotions and hormones that were raging through her little body.  Well, if there 
was ever going to be the right time, this was it…..

I turned to the door and locked eyes with Billy.  I mouthed, “Come here!” to him 
and he didn’t hesitate. As horny as he was he would have done anything I asked 
then, even if it was with his sister.  With my eyes I pointed to her pussy and 
then I showed him my tongue.  Good boy!  He took the hint immediately and got 
between her legs and put his mouth on her pussy.  As he started licking her I 
felt her tense and she raised her head to see what was happening.  Her eyes 
widened like saucers!

“Billy!” she gasped, “What are you doing here?”

For a moment I thought maybe I had rushed things.  Fortunately Billy had 
listened well to my lessons the other night and was eating her pussy like a pro. 
Jenny shuddered as his mouth covered her clit and his tongue toyed with her 
super-sensitive clit.  She put her head back and just moaned even louder than 
before.

“Oh god Billy that feels good! Don’t stop!”

I looked down and watched as Billy ate his sister’s pussy.  Damn it looked so 
hot!  He was on his knees and I could see his hard cock dangling down, 
undoubtedly dying to make its acquaintance with her pussy.  Well, I saw no 
reason it shouldn’t but first I wanted her to be as hot as possible. I licked 
her chest and neck, running my hands over her and feeling her shaking with the 
pleasures that were running through her.

“Let it go Jenny,” I whispered, “Don’t hold back, you’re almost there.”

That seemed to do it as her back arched as she cried out.  Her hips bounced 
against poor Billy who was trying to keep a lip lock on her clit. I kept 
encouraging her. “That’s it girl, you’re cumming now, let it take control, give 
yourself up to it.”

It was fascinating to watch. Jenny was no longer a little 12 year old with 
straight hips and an almost flat chest.  Suddenly she was a little tramp, a 
sexual creature writhing on the bed while she cried out with lust as her body 
awoke the awesome passions it had hidden inside. She shivered as if a cold blast 
of air had struck her and then she grabbed her crotch with both hands, moving 
Billy’s face back as she grabbed herself and just held her pussy tight.  I knew 
what she must have been feeling.  There is nothing like an orgasm and I would do 
almost anything at times to have one.  She was really cumming hard for her first 
one and I had a feeling this girl was going to be wanting to do this a lot in 
the future.  It was sort of like opening Pandora’s box – the sexual lock had 
been opened and there was no going back to the innocent little girl she had been 
not 30 minutes ago.  Billy and I looked at each other and smiled, then turned 
our attention back to his sister as she rode out the last surges of pleasure and 
finally collapsed on her bed, her arms to her side, a low moan escaping from her 
mouth.

“So Jenny,” I whispered seductively in her ear, “ are you ready for the next 
step?  Tell your brother what I know you want right now.  Ask him to do what you 
know you need him to.”

Jenny looked at me, looking for just a moment like the 12 year old she was – so 
young and naive. Then a sly grin came to her face and she was back to her new 
self, the eager sexy girl ready to be fucked for the first time.  Well, who 
better to take her virginity than her own brother?  They would always have this 
between them for the rest of their lives.  No matter who they dated later, no 
matter who they married, whenever they were together they would always remember 
this day, they day they were in bed together totally naked.  They would always 
remember her voice as she begged him to fuck her – and he did.

“Oh Billy,” she trembled as the words finally came from her, “I want you to fuck 
me.  Fuck me like you fucked Kelly………. Just fuck me dammit!”

Despite everything so far, I don't think Billy actually expected to ever really 
fuck his sister.  He was undoubtedly sure that something would come up to stop 
it from happening, that there was no way his sister would ever actually say 
those words to him. He was biting his lip, involuntarily stroking himself as he 
stared at Jenny, gazing up and down her nude body. Hearing his sister begging 
him to fuck her had to be one of the most erotic moments he would ever 
experience.  He moved up on her, holding himself up over her as his cock hovered 
over her wet pussy.  She was as ready as she ever would be and Billy was in 
position so I reached in and grabbed his cock with my hand.   He lowered himself 
down to her and I guided him in to her pussy.  He pushed his hips forward and 
pressed himself against her. She jumped just a little at the touch of his cock’s 
head to her.  I spoke to both of them, trying to help them along as best I 
could.

“That’s it Billy, you’re so hard you can push right into her but take your time, 
treat her gently like a lover. Now push again, it will be easier once you’re in 
her.   Lift you hips up Jenny, try to spread your legs apart and let him fuck 
you.”

God I was so hot watching this!  I could see his cock head pressing hard against 
her pussy, pushing it inward and then suddenly disappearing into her as her 
pussy lips spread apart and his cock nailed her hole.  As he pushed into her 
suddenly he looked uncertain and then he looked at me.

“Don’t worry Billy, unlike me your sister is a virgin so her hymen is still 
there.  Push harder.” Then to Jenny I softly said, “This will hurt but 
afterwards it will be ok.  It will only be this one time so just be ready and 
you’ll do fine.”

Jenny looked a bit uncertain and then she gasped as her pussy was desecrated by 
her brother’s cock. In that one instant he took something from her she could 
only offer one man in her life – her virginity. His cock ripped through her and 
a tear came to her eye as she bit her lip from the pain.  Billy was too consumed 
by the feeling of her pussy wrapped tightly around his hard cock to care.  He 
kept pushing, driving himself deeper into her tight pussy. Once he was 
completely in her he paused for a moment, grinding his groin into hers slowly.

I was still laying next to her head and whispered to her. “Look Jenny!  Look at 
him between your legs.  Look at him pressed against you with his cock buried 
deep in you.  Is that feeling better now?”

Jenny nodded as she stared down her body to see her brother fucking her.  Billy 
was slowly stroking himself in and out of her.  He would only come out about 
half-way since she was so tight it was hard to get back in her again.  As he 
continued I noted she began to move in sync with him, lifting her hips up as he 
shoved himself back into her, helping him to push even deeper into her.  It was 
a natural instinct on her part to want him in her, to want to mate with him and 
take his seed. Billy was pumping her now, his breathing was quickening and I 
knew he was getting close to coming.  I also knew I had to do something because 
there was no way I wanted him to get his 12 year old sister preggo.  At the same 
time I wanted them both to get more out of it than him just squirting on her 
stomach.

“OK Billy, come out of her now and put your cock in her mouth.”

Billy knew what was going to happen after our last time together but Jenny was 
clueless.  There wasn’t time to explain or warn her – she would just have to 
learn the way I did.  Billy withdrew from her and quickly kneeled next to her 
head.  He leaned over – his hard cock wouldn’t bend enough to get down to her 
mouth otherwise, and put his cock to her lips.  Jenny looked a bit confused but 
at this point she wasn't going to argue so she opened her mouth and Billy 
quickly slipped his cock in.  Just in time!  As his cock disappeared into her 
mouth he jerked and his first shot of cum was in her mouth.  Jenny’s eyes opened 
wide as she tasted a mouthful of salty and gooey cum in her mouth. Billy didn't 
have a big load in reserve after having just fucked me a little bit before so 
she was fortunate not to have to deal with an overflow of cum. She just held her 
mouth open, allowing him to squirt into her mouth onto her tongue.  When he 
finished he pulled it back out and she shut her mouth.  She didn't seem to know 
what to do at that point so she just swallowed his cum. I couldn't resist it 
anymore so I leaned over Jenny and started to suck his cock.  I could taste 
Jenny on him still and together with his cum I loved the flavor. He was finally 
beginning to shrink and as he did a bit more cum would drip from his cock, 
letting me have a taste of it.

The three of us laid together on her bed after that.  Billy was on one side of 
Jenny while I was on the other, each of had one leg over hers and an arm around 
her.  My breasts were pressed against her and Billy had his cock laying on her 
leg.  None of us said a word as we each tried to absorb what had just happened.  
I couldn't believe that Billy and his sister had just fucked each other, and I 
was there to help and watch!  My god I never thought such a thing would ever 
happen to me for real and now here I was, laying naked in bed with two young 
teenagers (well, she would be shortly).   Billy must have been exhausted.  It 
was late start with and he had fucked two girls in the past hour – not bad for a 
13 year old still in middle school!  His head was leaning on Jenny’s shoulder 
and his eyes were closed.  He was sleeping!!  Jenny noticed it also and she 
smiled at me.  I laughed just a little.

“Get use to it girl, all they want is to fuck you and when it’s over you would 
think someone turned them off.  That’s why girls can be so much fun.  C’mon and 
let him rest.  Let me show you how girls can have fun.

We slipped out and left him in his room.  She led me to her room and I followed 
her, my eyes focused on her cute little bare ass as she unknowingly wiggled it 
as she walked. When we got in her room we sat on the bed and the two of us 
kissed, picking up where we left off earlier.  Mmmmmm, I could taste Billy’s cum 
in her mouth. She hadn’t said anything about it so I figured she must have liked 
it. I gently pushed her onto her back and turned the opposite way.   I put my 
head between her legs and started to lick her little pussy.  God she tasted so 
sweet!  I had never tasted a pussy this young before, the youngest being my 
cousin and she was 17 at the time.  As I licked her I moved my leg over her and 
got into a 69 position with her except my pussy was higher than it needed to be.  
I lowered myself slowly down to her and I felt her hands on my ass, drawing me 
down to her.  She had never licked a girl before let alone where the pussy was 
dropping in on her.   She was up to the task though. I have always contended 
that girls are natural pussy lickers.  I mean, how can a guy have any idea how 
to lick a girl the way a girl know how?  I can understand why gays love their 
cocks being sucked by another guy since only guys know for sure how it feels to 
have their cock sucked.  Anyway, Jenny proved my theory and was doing a great 
job of licking my clit and sucking on my pussy.  I couldn't believe it was her 
first time!  It was only a few minutes later that I felt that surge in me, that 
twinge in my pussy as suddenly I felt like an electric shock was going through 
me.  I was so worked up from watching the two of them that I was ready not just 
to cum but to cum HARD.I could feel my cum draining from my pussy onto her face 
as she lapped it up as best should could.  She wasn’t doing so bad herself as it 
wasn't long before she came as well.

I reversed myself and kissed her.  We both had the other’s pussy cum on our 
faces and I think from the way she was licking my face that she enjoyed tasting 
herself as much as I did when I kissed her.  We hugged for the longest time and 
then just laid together in her bed holding each other.  She had her head on my 
breast an arm and leg over me, and I could feel her pussy rub against my hip as 
she subconsciously rubbed herself against me slowly.  I played with her hair and 
ran my hand over her back, reaching down to hold her cute little ass now and 
then.  We laid for over an hour that way, just enjoying being next to each 
other.  

I looked over at her clock and saw it was almost midnight.  I told Jenny to get 
Billy so we could watch the celebration on TV.  The three of us gathered in the 
family room and sat on the couch together, one on each side of me.  We were 
still nude and we put a blanket over us as we cuddled together and watched Regis 
do the countdown at Times Square.  When the ball dropped we all kissed and 
hugged.  I told them it was time for them to get to bed but Bill protested. “Oh 
come on Kelly, let me fuck you one more time!”

Jenny just smiled and shook her head.  I figured she was probably a bit sore so 
there was no sense pushing her. “OK Billy, just once and quickly this time.  
Jenny, do you want to watch?”

Jenny nodded her head and sat cross-legged in a big stuffed chair across from 
the couch.  Billy was ready to go, the horny little stud was fully erect once 
more.  He was sitting on the couch, cock pointed straight up in the air, looking 
at me with unabashed lust.

“Ok Billy, looks like you’re ready to go!”  I turned around to face Jenny, my 
ass facing Billy. “Let me show you another way to fuck a girl.”

I backed up to him and had him scoot forward on the couch.  I held his dick 
between my legs and sat down on it.  I was already pretty wet with anticipation 
so he slid easily into me.  I just kept going until I was literally sitting on 
his lap, except that his cock was buried inside of me.  Jenny watched it all as 
she rubbed herself with one hand.

“Mmmmmm, see how easy that was Jenny once you get rid of that pesky hymen?”

I rocked on Billy’s cock, changing pace at times, varying the stroke in and out 
of me.  I took his hands and put them on my boobs and he played with them while 
I fucked him. He was getting better but he still could only last a few minutes.  
From his sudden movements and swelling in side of me I knew he was about to 
unload!

“Cum Billy!” I cried out, as much to Jenny as Billy. “See your brother fucking 
me Jenny? Oh god I can feel him cumming in me!  Oh god it feels so good!”

Billy must have replenished his stock fast because her gave me a pretty good 
size load of cum, enough to drain out of my pussy and down onto his balls.

“Come here Jenny.  See his cum dripping from me?”  Jenny moved over and kneeled 
in front of me.  I still had her brother’s cock in me. “Lick it off of him 
Jenny, taste his cum.”

Jenny quickly licked it off and then she started on the base of his cock as it 
stuck out from my pussy.  Bill gasped at the touch as his cock was still 
throbbing from his orgasm.  Then she moved up to my pussy, licking my clit and 
licking his cock and my pussy together.  God it felt so wonderful!  Looking down 
at her I was overwhelmed at the site of this little girl licking her brother and 
me as we fucked.  It was not something I will forget in a long time.  Before 
long I was ready to cum myself.

“Oh my god that is so good Jenny!” I sighed. “Get ready now, I’m cumming!”

Indeed I was!  My pussy gushed in her face around his cock as I orgasmed.  My 
legs felt week but I was able to stay in place as waves of pleasure passed 
through me.  I don’t think I could ever tire of cumming, it makes me feel like I 
was in another world for a few minutes.  I would do almost anything for it, even 
fuck a boy and his sister! I lifted Jenny up and kissed her.  She tasted and 
smelled so strongly of me! I just looked at her and marveled once again at the 
change in her.  When I arrived she was a shy and innocent 12 year old.  Now she 
was a sexy little girl, nude and unashamed, smelling of pussy, still tasting of 
her brother’s cum.

When we were done I had them get dressed and I did the same.  Before I out them 
to bed we had quite a discussion about sex.  I discussed birth control and 
warned them not to fuck without it in the future, not matter how much they 
wanted to.  I knew that Billy’s dad was going to be sure he had condoms although 
he didn’t know that Billy was going to be fucking his sister with them!  We also 
discussed how important it was not to tell people what they did and how some 
people would get very upset if they found out.

They eventually went to bed and I fell asleep myself on the couch.  I heard 
their car coming in though and I was awake when the parents returned.  They were 
a bit loaded, well smashed would be the better word.  He offered to drive me 
home but I said I would walk.  It was only a few blocks and I felt safer waling 
than getting in the car with him driving in that condition.  There was no chance 
of doing anything with him anyway so why take the chance!

When I got home my parents had already gone to bed.  I took off my clothes and 
fell into bed.  I was now well into the new year and I lay there thinking of the 
past year.  It had been quite a year for me!  I fell asleep wondering what lay 
ahead...

THE END

  

Naughty Babysitter 3 - Billy and Jenny