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NAUGHTY BABYSITTER II - BILLY'S FIRST TIME
By Kelly
pghpa_girl@yahoo.com
http://www.pghpagirl.com

  This story is a fantasy of mine.  It is a work of fiction and 
  is not intended to implicate any person or action by them 
  or me.

  I do not advocate underage sex.  My first sexual 
  experience came when I was 14 with a 16 year old boy. 
  Although at 15 I had sex with a 45 year old husband from 
  my dad's office and then at 16 I started having sex with 
  my parents and aunt, I realize that I was raised under 
  rather unique circumstances which would not apply to most people.  I 
  baby-sit and work with youth in my church, positions 
  where parents put a great deal of trust in me to take care 
  of their children – a trust I would never betray.   
  Admittedly I may fantasize a LOT and when I am with 
  them my eyes may wander and my thoughts may be a bit 
  indiscrete, but I only dream…


When I was in high school I use to baby-sit a lot and have continued to 
whenever I am home from college. I set my own hours and the pay is 
better than a mall or restaurant job.  Besides, there are other "benefits" as 
well.  Many of the kids I care for were are an age when sex is beginning to 
creep into their minds and I had more than one boy "secretly" masturbate 
while I was there and the girls start asking a lot of questions they don't feel 
comfortable asking their mom. Even so, I never even considered doing 
anything sexual with any of the kids I was entrusted with – that is until 
recently. The main reason I created this profile was to chat with different 
people to discuss fantasies and sexual lifestyles.  Some of the things I like 
to chat about I can't discuss with anyone who really knows me such as 
incest.  This story is about another area of my sexual life that I would 
never dare tell even my closest friend.  It's too hard keeping all this inside 
me so I created the mtvoh_girl profile.  Here I can talk about anything I 
want and not worry about it becoming public knowledge.

Lately I have been chatting with a number of guys who are interested in 
having sex with their sons and daughters. One guy who lives in the same 
town I go to school in wanted me to have sex with his 12 year old 
daughter in hopes it would eventually lead to him having sex with both of 
us. Another guy, only blocks away from my school, wanted me to teach 
his 11 year-old son about sex – using the hands-on method! He wasn't 
interested in joining in with his son but he wanted me after his son finished 
his lessons.  At first this line of talk totally turned me off but the more I 
discussed it the more I considered the possibilities.  At first I just wrote 
some fantasies for these two guys which were inspired by their desires 
and cravings.  In the process I found myself getting turned on by the 
scenarios I was writing about.  Before I was finished with them they were 
not just stories written for strangers, they had become my fantasies.  In 
the past couple of months I have found myself becoming more and more 
obsessed with these thoughts. The question for me was whether I would 
continue to just fantasize or actually do something about it. 

I guess I should clarify something before I go any further. While I waited to 
have sex for the first time until I was 14, I had been thinking seriously 
about it since I was 12.  I love to fantasize about the possibility of me 
having sex with someone that age who is wanting what I did then.  
However, I would never force anyone to do anything, no matter what age 
they were but especially when it came to someone younger. If anything 
ever did happen between me and someone I was babysitting it would be 
because they wanted it, not because I started it.  Of course, that doesn't 
rule out making myself available…….

Shortly after I got home for Christmas vacation I was contacted by a nice 
couple whose kids I have baby-sat dozens of times over the years.  The 
"kids" are now a 13 year-old boy and his 12 year old sister although each 
was within a couple of months of their next birthdays. I quickly agreed and 
it wasn't until after I hung up the phone that I caught myself wondering just 
how much little Billy and cute Jenny had grown since I last saw them.  
Hmmmmm, especially little Billy. Even last summer I noticed he was 
developing at an early age and his attention seemed to be more and more 
directed below my neck when I was near him.  Back then I wasn't thinking 
about doing anyone his age but now some very naughty thoughts were 
developing as I dreamed about the two of them.

That night I helped Jenny get ready for bed and in the process was able to 
get a good long look at her budding nude body.  She was going to be such 
a babe and already was sexy as hell! I dreamed afterwards of helping her 
to learn about the joys of being with another girl and even at times about 
being there when she lost her virginity – either by her brother or her father. 
Later that night I masturbated on the family room couch while Billy 
watched me from the doorway to the family room.  I am sure he did not 
realize that I knew he was watching and I put on quite a show for him!  
Even the ride home was interesting as I flirted with their father a bit.  He 
definitely seemed interested, leaving me wondering what possibilities 
there were for something with him in the future. I was so turned on by the 
entire experience I couldn't go to sleep when I got home. As I laid in bed 
masturbating yet again, I dreamed of sucking Billy's cock and of Billy 
fucking me.  

The father had mentioned the previous time I babysat that they might 
need me later and sure enough, a little more than week later they called 
and asked if I was available that night.  Even with the short notice I was – I 
would have cancelled just about anything for this opportunity!

I had told my mom about my last experience with Jenny and Billy the day 
after and she was really turned on as she listened to every detail. When I 
told her I was babysitting for them again, she looked at me with an 
inquisitive smile.

"So tell me dear," she asked, "Just how far do you plan to do with them 
tonight?  I know that you realize that there is a big difference between 
letting him watch you masturbate and him actually fucking you."

"I know Mom," I replied, "But I have thought this through and I know he is 
ready.  He is 13 after all and almost 14.  I know he wants me and I would 
love to make his dreams come true."

My mom laughed at that. "Oh yea girl, you certainly would.  You realize 
that if you do this that he will remember you for the rest of his life.  Just 
ask your dad, he remembers his first girl like it happened yesterday."

I closed my eyes and pictured Billy standing by me nude, his little cock 
hard and begging for my attention.  A soft moan escaped from me and my 
mom laughed again.

"C'mon girl, don't get too carried away now.  Just be sure to wake me 
when you get back because I want to hear everything.  I doubt I will be 
sleeping anyway, thinking of you with that cute boy will be making me too 
wet to sleep!"

A car honked and I knew it was their father coming to pick me up.  The 
weather was pretty cold and although in the summer I would have walked, 
in this kind of weather even a few blocks was too far.  I kissed my mom 
goodbye and went out to get in the car.  Their dad smiled when I got in.

"Thanks Kelly for being available tonight.  We had a last minute party to go 
to and I don't know what we would have done otherwise.  Billy and Jenny 
both just adore you and they begged us to have you sit them again.  I 
don't know what you but they have never been so adamant about having a 
specific person to take care of them"

I smiled at him in a foxy sort of way. "Well, like I said last time, I am always 
available for you.  I was hoping you would call me again!"

I was sure I could have flirted more with him but we were already at their 
house so we went inside.  His wife had the usual contact list and reminded 
my of their bed times.  They were running late so they left quickly and it 
was just me with the two kids.  I had not even had time to take off my coat 
so I did so now and hung it up in the closet.  I had chosen to wear the 
same pair of tight jeans, tank top and loose flannel shirt.  Billy looked at 
me and I saw him lick his lips subconsciously as undoubtedly he 
remembered what had happened the time he saw me in this outfit – or 
should I saw me out of this outfit!

Like the last time I was with them, they kept themselves occupied.   Billy 
loved his X-box and Jenny was either on her cell phone or chatting on the 
family room computer with her friends. It was a tough assignment!  I just 
watched some TV and once in a while walked by them just to make sure 
everything was OK.  I noticed that every time I was near Billy that his 
game would suffer – most likely due to the time he spent trying to sneak a 
peek at me whenever he thought I didn't notice! 

Jenny's bed time was 9:00 so when that time came I went to her room to 
tell her to get off the phone and in to bed.  I asked her if she needed help 
dressing again and like last time she said she did.  Seeing her strip naked 
– she didn't need me to remind her to change panties this time, about 
made me want to strip down myself and join her in bed.  I asked her if she 
had a boyfriend and she said no but that she had her eye on a cute guy at 
school.  She got into bed and as I turned out the lights I once again 
wondered what it would be like to teach her more about sex, both with 
girls and guys, especially Billy and maybe even her own father!

With Jenny in bed was just Billy and me.  He was playing a computer 
game in the family room so I went back there to see what I could make 
happen. On the way there I removed my flannel shirt which had been 
hiding most of my figure.  I got behind him and leaned over his shoulder to 
watch.  He looked up and instantly got a great close-up view of my boobs.  
Without a bra he was able to into my tank top without any obstructions. I 
watched his crotch as I leaned over him and I could see he had instantly 
become hard.  In fact, he had to squirm a bit to get it arranged properly. 
He kept playing the game, trying not to let me know he was really more 
interested in looking down my tank top.

This went on for 10-15 minutes as I would change positions periodically to 
give him different views of me.  I was certain he smelled my perfume and 
could feel my breath on the side of his face and neck. He was doing 
terrible at his game so I asked him if I was bothering him but he quickly 
said I wasn't!

"Well Billy," I whispered in his ear, "If you paid more attention to your 
game and less to what was inside my shirt, you would have won by now."

Billy's face reddened and he looked so embarrassed but it was a cute look 
for him.  He also didn't stop looking! Well, I decided to go for it then, it was 
either stop now or make the plunge.  He was so horny he was practically 
drooling!

"So tell me Billy, have you ever seen a girl's breasts before?" I asked. "I 
mean for real, not just pictures."

Billy hesitated at first, as if he was unsure if I was serious or teasing him.  
Then he answered, "Only in my dad's magazines. He hides them in his 
closet but I know where they are."

Well, the opening was there so I stepped through it. "Well then Billy, would 
you like to see mine?  I mean without having to secretly look down my 
top."

Billy couldn't say yes fast enough! By now his face was totally flushed – 
red as a beet in fact.  I grabbed his chair and turned him away from the 
table.  Then I stood between his legs, running my hands through his short 
blonde hair. I then held my boobs in my hands and played with them 
through thin material while he watched.  My god my nipples were so hard 
and sensitive already! Inwardly I was still debating about what I was doing 
and even more so about what I planned to do next.  On the one hand I 
was feeling so incredibly horny and hot from teasing this 13 year old boy 
but on the other hand I was wondering what the hell I thought I was doing!  
Needless to say my horniness won put easily.  I had been masturbating 
every day since the last time I was here dreaming about this moment and 
what was to come.  Now that it was here there was no turning back!  Billy 
just sat in his chair, staring at me as I continued to rub my boobs through 
my tank top. I noticed though that he had one hand on his crotch, rubbing 
himself though his pants.  I was not even sure he was even aware he was 
doing it!  I slowly raised my tank top over my boobs, exposing them to 
Billy. 

"Look Billy," I said as I traced my finger around my nipples, "see how my 
nipples are sticking out and how hard they are?  You know they are like 
that because of you.  They get this way when someone turns me on, when 
someone makes me horny.  Tonight that someone is you Billy."

Billy was speechless at the moment so I continued on. "You can touch 
them Billy but first you have to promise me that anything we do has to be 
our secret, that you can't tell anyone – not even your best friend!"

"I swear I won't tell anyone," Billy promised.  Actually, I think he would 
have promised anything at that point.  Hell, I think he would have robbed a 
bank if I asked him to at this moment!  He was licking his lips and his 
breathing was quickening as his eyes never left my boobs for an instant.

I took his hand, leaving the one on his crotch alone, and held it to my bare 
boob.  At first he didn't move, like he was afraid to touch it.  His hand was 
actually shaking a bit he was so nervous.  

"It's OK Billy," I encouraged him, "It likes to be touched by a boy.  Squeeze 
it softly, feel how firm it is."

He squeezed my breast as I instructed him to. I couldn't believe how it 
turned me on it made me!  Damn,  just a simple squeeze of his hand and I 
was ready to cum.  My boobs had been fondled by dozens of men and 
women but never by a boy as young as Billy.  This was something totally 
new for me.  In addition, I think the naughtiness of what I was doing 
helped make it even more erotic for me.  God, here I was letting a 13 year 
old boy fondle me just as I had been dreaming about! Billy was getting 
over his shyness slowly. As time went on he eventually started using both 
hands.  I instructed him how to caress my boobs, how to fondle them and 
make me quiver with pleasure.  Billy was an excellent student, so eager to 
please me and willing to do whatever I asked him.

"Do you want to kiss them?" I asked him softly.

Billy just nodded, he wasn't saying much at this point, leaving me to do all 
the talking.  He probably didn't want to say anything wrong and blow his 
golden opportunity!

I moved closer to him and put my nipple to his lips. He took it in his mouth 
ever so softly, like he was afraid to hurt it.  The soft touch of his lips drove 
me over the edge as I came right then and there!  It was a small orgasm 
but I gasped as my body tingled from head to toe.  I was shaking with 
pleasure and Billy took his mouth off of me, a look of concern on his face.

"Don't worry Billy," I reassured him, "That just means I was loving what 
you were you were doing.  Please don't stop.  I love your mouth on me like 
that."

He resumed his tender kisses on my boob and my orgasm surged again.  
It wasn't the last one I would have that night! Looking back, I can definitely 
say this was the this point where I stopped thinking about anything but sex 
with Billy.  Any inhibitions I had until then simply disappeared as my mind 
filled with carnal thoughts of him and an overwhelming feeling of sexual 
lust enveloped me.  Oh yes, Billy was going to fuck me tonight – all doubt 
of that was now gone and it was just a question of when and how!  I can 
only recall a couple of times in my life where I lost control like this. My 
sexual cravings and animal lust were so strong that they inundated me 
such that I was consumed with a yearning for sex, more like a NEED for 
sex.  My pussy was crying for a cock to fill it.  My pussy felt so empty and I 
wanted Billy in me so badly at that moment.  If I wasn't fucked and fucked 
soon, I knew I would be screaming and begging for it, like a heroin addict 
pleading for a fix.  Not a day goes by that I don't feel like I need sex but 
this was at lower level, a more basic emotion, one borne of instinct and 
survival, the elemental need for sexual fulfillment hard-wired into each and 
every one of us. It was like I was in a dream from this point onward, hardly 
even realizing what I was doing. I put my hand on his lap and felt his hard 
erection beneath the material.  Billy wasn't protesting, that's for sure. If 
anything he was staring at me, undoubtedly wondering what had come 
over me, maybe even a little bit frightened at the panting sexual animal I 
was quickly becoming.

"Mmmmmm Billy," I purred, "I bet you have a wonderful cock hiding in 
here.  Tell me, do you play with it a lot?"

Billy started to say no but I cut him off before he could. "Oh come on now, 
everyone does it including me, your parents and even Jenny. It's OK to do 
it.  Why do you think your dad buys those magazines he hides in the 
closet - for the articles?  He does just what you do when you look at them 
– he jerks himself off."

A smile slowly came to his face.  I would have bet that he had never 
thought of his dad like that before, sitting on the toilet with his cock in his 
hand, dreaming of fucking some silicone whore in a magazine.

"Now Billy," I warned him, "Remember what you promised.  You can never 
say anything to your dad about this. Not to anybody."

Billy nodded but I knew the knowledge he now had about his dad was 
making him feel better about the situation.  Having got past that point, I 
undid his belt and unzipped his jeans.  He just sat there and watched, 
probably wondering what I was going to do next.  I wasn't going to keep 
him guessing for long.  I pulled his jeans off of him completely so he was 
sitting there in his jockey shorts.  I could see his bulge in his underwear, 
so tempting. I wanted what was in there soooo badly!  I reached my hand 
under the elastic waist band and placed the palm of my hand on him 
underneath.  God I almost came again when I touched him.  I was actually 
holding Billy's cock!!!!  Lord knows how many cocks I have fondled, let 
alone sucked and fucked.  There was just something about this time that 
was special, more erotic than usual.  I knew what it was of course.  I was 
holding the cock of a virgin 13 year old boy!  I knew that I was the first one 
to ever hold it this way other than himself, the first person to ever touch it 
with lust in their heart.  I felt like a virgin again myself, remembering the 
time I held my first cock in that dark movie theater, feeling it growing in my 
hand as I wondering what it would feel like in my mouth.

Actually I was a bit surprised he didn't cum right then and there.  As much 
as that would have been fun, I had more ambitious plans for him. I stroked 
it gently and I could hear him gasp just a bit.  He was looking down at his 
crotch, seeing my hand moving underneath his underwear, feeling it 
wrapped around his stiff little cock. I just had to see it, enough with this 
under the underwear crap  I told him to stand up and take off his clothes 
for me.  I was still basically dressed, just my tank top was pulled up over 
my breasts.  I decided to stay that way, it felt sexy to have my clothes on 
while this young sexy boy was stripping in front of me.  Indeed, watching 
him undress was probably the sexiest strip show I have ever seen. My 
eyes were glued to him as he lowered his underwear past his knees and 
finally dropping into the pile of clothes next to him.  Finally released, his 
cock it stuck straight up into the air.  It was so hard it almost quivered. As 
he stood there nude, unsure of what to do next, I went behind him and 
started to run my hands all over him, feeling every inch of his cute little 
body. God he felt so good! His firm ass was small enough that I could cup 
it with my one hand as I reached around and held his cock with the other.  
Then I moved back in front and kneeled down such that his beautiful cock 
was just inches from my face.  I wanted it soooo badly!

"Ok Billy," I said holding his cock just in front of my mouth, "I am going to 
do something to make you feel really good so don't worry, just stand there 
and enjoy it." 

With that I took him in my mouth.  Finally! After so many dreams and 
masturbations, I was actually sucking his cock.  Usually I prefer like to lick 
a guy first, tease him a bit, and play with him before taking him completely 
in my mouth. In this case I doubted whether he could take it without 
cumming first so I swallowed his cock whole, putting him completely in my 
mouth until my face was pressed into his crotch, his coarse pubic hair 
brushing sensuously against my face. He smelled so good, not nearly as 
strong as an older man but still an incredibly sexy odor.  No sooner did I 
get him completely in my mouth than I came again, almost unable to 
breath between my orgasm and his cock stuffed in my mouth. 

Billy moaned just a little bit and I looked up at him as I gently sucked him 
and ran my tongue around his head.  His eyes started to roll back and I 
knew he was ready to cum.  He instinctively started to pull from my mouth 
but there was no way I was going to let him loose now!  I wanted his first 
orgasm to be in my mouth, swallowing every drop he could provide!  Billy 
sighed deeply and then his load burst into my mouth.  It was not the huge 
load like I get from my dad but hard little bursts, like a machine gun 
compared to a bazooka. His sperm tasted differently too - hard to explain 
but I liked the flavor of him.  I reveled in his cum shooting in my mouth, 
trying to sink it into my memory, wanting this moment to last forever as yet 
another orgasm ran through me when his cock twitched against my 
tongue. After he stopped ejaculating I stood up and showed him the cum 
that was still on my tongue, something that apparently surprised him. 

"Mmmmmm, see your cum on my tongue Billy," I said to him, "Now watch 
this."  I swallowed his cum down and showed him my empty mouth, 
"There now Billy, I swallowed it all down.  You taste wonderful you know."

Billy looked a little bit shocked. "Wow Kelly," he whispered, "I never knew 
a girl could do that, I mean suck me and then eat my sperm.  Will you get 
pregnant now?"

"Oh Billy!" I said as I stroked his cock.  The horny little bastard hadn't 
softened one bit! "Your parents really need to talk to you more. No, I can't 
get pregnant from swallowing your cum – or sperm, you have to do it 
down here, in my pussy.  I take a special pill though so even if you do I 
won't get pregnant."

Billy looked relieved and at the same time I could tell he was enjoying my 
hand sliding around his wet cock. He was still so hard and ready to go 
again. Mmmmmm, I knew some men that I wish had that sort of staying 
power!

"Do you like me stroking your cock like this Billy?" I asked him.

Billy just nodded emphatically. It was time though, I couldn't wait any 
longer .  It was time for him to fuck me, time for me to feel his virgin cock 
entering my wet and warm pussy. I was ready just to jump him and stuff 
him into me! I led him to the couch and had him lay against one arm so he 
was facing the center.  As I watched him lay there, his horny cock hard 
and pointing straight at his face, I quickly stripped off my clothes in front of 
him until I stood naked in front of him. I let him have a good long look at 
my nude body, giving him enough time so he would always remember me, 
the first girl to show herself to him like this, the first to allow him to see 
every inch of her, the first to let him feel every inch of her.  I was going to 
be the first girl to couple her body with his in a physical union, actually 
joined together in away only a man and a woman can be. I am not sure 
who was more turned on – him or me!  I loved the way he stared at me, a 
look of total fascination, of rapture.

I laid back against the opposite side of the couch and spread my legs for 
him to see my pussy. I gave him a brief sex ed lesson, showing him my clit 
and labia, explaining about my vagina and how I peed. I was incredibly 
wet with the anticipation of him fucking me. Then I showed him how to 
touch me.  I did it myself at first, basically I masturbated for him.  I came 
again in minutes which helped him to understand what happened, how a 
woman orgasmed and why my pussy was so wet. Billy listened to every 
word, his cock getting harder if anything, if that were even possible.  I 
have had guys tell me it can even hurt sometimes when they get too hard.  
I was willing to bet Billy was at that point!

"You know Billy, my pussy was really made for something besides my 
fingers, something only boys have."  I stroked my pussy lips as I spoke, 
inserting a finger inside and shoving it deep into me. Billy's tongue was 
running almost non-stop across his dry lips. "Your cock was intended to fit 
here, into my pussy. You will feel better than you ever have when it is 
inside of a girl because that is how you were created, to feel wonderful 
when you have sex.  Sex is a gift from God, it is the most pleasurable 
feeling anyone can have.  Do you want to put yourself in me and find out 
for yourself?"

I'm sure I don't have to repeat what he said! I got up off my knees and 
straddled him as he laid on the couch. I held his hard cock in my hand, for 
a brief moment I considered what I was about to do.  He was just 13, well 
almost 14, and I was his babysitter.  His parents trusted me to take care of 
him and protect him. Should I continue and have him fuck me – hell yes, I 
was so horny I knew I could never turn back now.  The point of no return 
had long since passed and I knew I wanted just one thing at moment – to 
feel him entering me!

"OK Billy," I said, "Watch now as I put you inside of me.  Watch as you 
fuck a girl for the first time.  I want you to always remember this moment, 
to always remember me, to always picture yourself coming into my pussy 
for the first time."
With my left hand between my legs, spreading my pussy open, I used my 
right hand to guide him to my wet hole.  I took a deep breath and lowered 
myself slowly down on him. Oh god it felt so wonderful to feel his cock 
head splitting me open and penetrating me!  When his head was just 
inside me, I paused, savoring the moment as I stripped his virginity from 
him. Oh my god - I was being fucked by this boy and I was loving it!  I 
instantly came again, flooding his cock with my cum.  Billy was watching 
intently, staring as I guided his cock into my pussy.  I circled my hips 
slightly to rub his head just inside of my pussy.  I couldn't believe how 
good it felt.  Billy gasped as my pussy toyed with his cock head.

"Mmmmmm, feel good so far Billy?" I asked, "Girls were very sensitive just 
inside so by letting your head touch me there I feel soooo wonderful.   Get 
ready now, I'm going to take you all the way in now……."

I took his hands and placed them on my ass.  Mmmmmm it felt good for 
him to grip my firm bare cheeks. Slowly I lowered myself down on him.  I 
could feel him entering me, my pussy filling with his manhood. Finally our 
crotches met and I could feel his coarse pubic hair tickling my bald pussy.  
I looked down and I know I will always remember the sight. The base of 
his cock was pressed into my pussy and the rest of his cock was nowhere 
in sight. Knowing it was up inside me, feeling it throbbing in me, seeing us 
physically joined together, made me feel so complete and feminine. I have 
been fucked by a lot of guys but this was by far one of the most erotic 
moments I have ever experienced. At that point I just instinctively fucked 
him, rising up and down to let his cock slide in and out me. He held on a 
little longer but it was only a few minutes before he was ready to cum 
again. I could feel him throbbing in me as Billy moaned and gasp.

"Oh Kelly," he said in a husky voice, "That feels good……I'm going to cum 
again!"

Suddenly his hips thrust upwards as he did what came naturally to him.  
He was driven by an inborn sexual need to pump his seed as deep into 
me as possible, to mate with me.  Nobody needed to tell him what to do at 
this moment, it was all Mother nature taking over at this point.  Suddenly 
he pushed even harder up into me and I could feel his cock spasm and 
then a burst  of heat bloomed inside of me.  I could feel a flash of warmth 
deep inside of me as his cum pumped into me.  

"That's it Billy," I moaned as I came yet again along with him, "You know 
what to do, you know what every man wants and needs.  Give me your 
cum,  shoot it inside of me.  Fuck me Billy, oh god fuck me fuck me fuck 
me!"

After he had finished I can remember vividly sitting on him, just taking in 
the feel of his cock in me. I think I could have sat there all night, he 
certainly was getting any softer!!  Damn he was a natural fucking machine!  
I eventually dismounted and sucked him so I could taste my cum on his 
cock.  I love to suck a cock just after being fucked.  The mixture of my 
pussy juices with his cum served on his glistening cock always tastes 
wonderful to me. Of course, the best part of the recipe is preparing it!

Billy sat up and we hugged.  I realized then that I had not kissed him and I 
smiled as I thought about it. Billy had done something not many boys can 
claim – he had fucked his first girl before getting his first kiss!  In a way 
though it seemed right to me to leave it that way. This was what I had 
wanted, just to be fucked by him, not to be his girlfriend.  Someday he 
would meet a girl and kiss her.  Maybe he will fuck her or maybe not but 
their kiss will be a special thing for him.  His virginity was mine though, 
and nobody else would ever be able to say that!  I knew no matter what 
girl he met or married, he would always remember this night and me.

Billy laid his head on my shoulder.  I loved the warmth of his naked body 
against mine.  I thought about how many times I had masturbated while 
dreaming of being in this position.  Sitting next to Billy, both of us nude, his 
cum dripping from my pussy, my hand holding his cock – still hard even 
after cumming twice!

"So Billy," I said as I held him tightly to me, "How do you feel?"

"Oh man Kelly," Billy said in a soft voice I barely recognized, "I can't 
describe it.  You're incredible!  I never dreamed it could feel this good.  
Can I fuck you again!"

Well, I was not about to turn down such a request.  Billy's cock was as 
hard as when we started so he was obviously ready to go.  I was still 
horny as ever so I decided to let him do the work this time.  I motioned for 
him to stand up and this time I laid back on the couch.  I spread my legs 
apart and rubbed my sopping wet pussy.  God it was so sensitive now!  I 
touched my clit and felt a wave of pleasure burst from it.  I knew what it 
needed – his tongue!

"Now Billy," I instructed him, "It's time for you to try something new.  Get 
down between my legs and lick my pussy."

Billy looked at me with a question in his eyes, I could tell he wasn't sure 
what I meant.

"It's OK Billy,"  I assured him, "If you learn to do this well you will be able 
to make any girl do whatever you want, trust me!"

Billy did as I told him and before long I watched as his head went between 
my thighs and he licked my bare pussy.  At first it was more ,like a puppy 
licking my face so I spread my self open and explained to him where to 
lick.

"Here Billy," I said pointing to my clit, "This is my clitoris but I call it my clit.  
See how hard it gets – like a little penis only MUCH more sensitive than 
yours.  Run your tongue around it and suck on it.  You can even bite it 
gently but not too hard!"

Billy was a great student and a natural at oral sex. I quickly came as his 
tongue moved around me, exploring a pussy for the first time.  I pushed 
his head down and he licked my pussy, taking my labia in his mouth and 
sucking softly on it.  God it felt so good!  I loved watching him too, seeing 
his young body between my legs, his cute little face smashed against my 
pussy as his tongue reached into me and explored the interior of my 
pussy.  

"That's it Billy, did you feel me cum?" I asked, "Did you feel my pussy pour 
into your mouth?"

Billy looked up briefly, his face covered with my wetness, and smiled, 
"Gosh, I never knew girls liked this! I love the taste and smell!"

He quickly went back to my pussy.  He certainly learned fast!  I had a 
feeling I knew what he was going to be trying to do to the girls he went out 
with in the future.  Well, they would have to be frigid prudes not to let him!  
Yet as much as I loved what he was doing, there was more I wanted from 
him.  I took his head in my hands and pulled him gently up to me.

"It's your turn to fuck me Billy," I said to him, "Just do what comes natural, 
your body knows what to do, just let it go. Fuck me Billy, take me like you 
have dreamed when you rub your cock at night."

Billy pushed his hips forward and his cock pressed against my pussy but 
not quite in the right place to enter me.  He wiggled his hips around and I 
could tell he wasn't sure how to get it into me.  I reached down and guided 
his cock into me.  I was so wet it went in easily once it was where it 
belonged.  Quickly he pushed himself all the way into me.  I didn't say 
anything, I wanted to see what he would do by himself.  I wasn't 
disappointed, fucking was a natural function and Billy's body knew what to 
do.  He started thrusting in and out of me, slowly at first and then faster as 
he realized what he was doing and how good it felt.

"That's it Billy," I moaned as my pussy gripped his wonderful cock, "Fuck 
me…….Fuck me harder."

Billy quickened the pace and was soon ramming himself into me, making 
me quiver each time he banged his body into mine.  Each time our 
crotches met I felt him push me back into the couch as he tried to stuff his 
swollen cock ever farther into me.

"Cum Billy," I whispered to him, "Cum in me again….Fuck me with your 
hard cock…..Let me feel you shooting your hot cum into me again."

Billy was experiencing this all for the first time and had no idea of how to 
control himself so it wasn't long before his cock was on the threshold for 
yet a 3rd time.  He was already getting more confident though and 
understood what was happening.

"Oh Kelly," he panted between his exertions, "I love fucking you, I wanted 
to do this soooo badly ever since you teased me the last time."

Suddenly he stopped and a loud moan erupted.  I was worried for a 
minute that he was going to wake up Jenny but then I felt him thrust extra 
hard and hold himself deep inside of me.  For the second time that night I 
felt a bloom of heat deep inside of me as his load burst from his hard cock.  
Billy stayed deep in me, pushing a bit harder each time he shot his cum 
into me.  When he had finally released his last load, he laid on top of me.  
I pulled his ass tight against me, keeping his cock in me.  It felt so 
wonderful at that moment to be laying on the couch with him, feeling his 
naked skin against mine, his head against my boobs and his cock inside 
of my pussy.   I wanted this moment to last forever.  He seemed so 
innocent as he closed his eyes and finally rested, his sexual lust finally 
satisfied.  I smiled as I thought to myself that this was what being a good 
babysitter was all about – how could I have taken any better care of Billy 
than what I had just done with him?

I hard a clock chime and I realized it was less than a half hour before his 
parents were due home!  As much as it seemed so natural and right to 
fuck him, I had a feeling his parents were not expecting to walk in and see 
their little boy laying on his nude babysitter with his cock buried deep in 
her!  Reluctantly I woke him and he got off of me. His cock had finally 
softened but I still couldn't resist holding it one last time.  I took it my 
mouth to suck off my pussy cum from it and then stood up next to him.

"Time for you to get to bed Billy," I said. " Remember, this has to be our 
secret and you can't tell your friends or your sister about what we did 
tonight.  If you're a good boy then next time I baby-sit you can fuck me 
again.  Would you like to do that?"

Billy nodded his head firmly. "Oh yes Kelly, I can't wait to fuck you again.  I 
have never felt so good."

A naughty thought cam into my head then and I figured after everything 
else, what could it hurt.

"You know Billy," I said in a conspiratorial voice, "There is a way you could 
fuck a girl more often."

Billy looked at me with a smile to his face, intent on hearing my 
suggestion.

"Jenny is getting to be pretty hot herself these days. I bet if you asked her 
she might be interested in having fun with you."

"You mean fuck my sister?" Billy said with a look of distaste. "No way!"

"Well you think about it some more Billy and the next time you are really 
horny and you wish you had me to fuck, you might just think about her a 
bit differently.  Just imagine being able to fuck her every day!  Just 
remember not to cum in her – you wouldn't want her to get pregnant!"

The more I thought about him fucking Jenny the more excited about it I 
became.  As Billy went to his room I watched his naked ass and wondered 
what Jenny would say if he approached her.  He was hooked on sex now 
and I knew he would want to fuck again. His drive would get stronger and 
stronger until finally he would overcome his doubts and fears and go to his 
sister for relief.  I would love to see them their first time, see Billy and 
Jenny together as lovers instead of brother and sister.  God that would be 
so incredibly hot!

With Billy in bed I went to dress and I saw that the crotch of my jeans was 
still soaked.  I also noticed coming back into the family room that the air 
had a strong smell of sex and the couch had a large wet spot from my 
pussy overflowing while he fucked me. Fortunately my winter coat would 
cover my jeans so his parents wouldn't think I had wet my pants or maybe 
even suspected something more.  I sprayed some room freshener in the 
family room and flipped the couch cushion over. I went to the bathroom 
and straightened out my hair.  My face was still a bit flushed but there 
wasn't much I could do about it.

I finished everything just in time as when I left the bathroom the parents 
were walking in the front door.  The father laughed when he saw my coat 
on.

"Well, looks like Kelly is anxious to get home.  Were the kids that bad 
tonight?"

I could tell he was just teasing so I just smiled and said, "Oh no!  They 
were great!  We had a good time together and I hope to be able to help 
out again some time if you need someone."

Mom quickly checked on the kids and after she paid me he drove me 
home.  About half-way back he looked over at me with a smile. "Gee Kelly, 
that is an interesting perfume you have tonight.  I'm trying to figure out just 
what it is, can you tell me?"

Oh god, he could smell the sex on me!  I didn't have a chance to shower 
before they got home and I had hoped they wouldn't notice.  Well if he did 
then I am certain his wife had also.  Women just seem to be able to smell 
the scent of sex better than men, especially the smell of another woman's 
wet pussy.  My mom was always able to tell when I had just masturbated 
or had sex, just by the smell of me walking by afterwards.  I decided to 
make the best of it.

"Well, it's a special perfume my dad got me," I said, "You know, if you 
wanted you could get it for me also some time."  I licked my lips a bit 
sensuously as I said it and I was pretty sure he understood what I meant 
by it.  My hopes were he was thinking I had been masturbating and that he 
would pass on this new information to his wife before they got any ideas 
about how else I might have ended up smelling that way.

He just smiled at me and as we arrived at my house he said goodbye and 
then,  "Thanks again Kelly.  Maybe some time we will have to see about 
getting you that perfume. I think I know where it comes from."

With that I just smiled and left the car.  I had a feeling I may have started 
something that could be very interesting someday!

When I got home I quickly undressed and jumped in bed where I 
immediately started i masturbating as I replayed the night's events in my 
head. God it was so incredible.  I had never imagined that fucking a young 
boy could be so sensual.  I remembered the feel of his cock the first time it 
entered me.  Within minutes I was cumming and I gasped as a huge 
orgasm swamped me with wave after wave of sheer emotional bliss. 
Suddenly I was startled by a familiar voice.

"Damn Kelly, it must have worked out pretty well tonight!  You certainly 
aren't wasting any time, you didn't even come to the family room to tell us 
you were home.  Spill it girl, I want details."

Seeing my mom's nude body outlined in the doorway by the soft glow of 
the hall nightlight, I realized how selfish I had been.  I had been so horny 
coming in the house that I couldn't wait to masturbate and relieve some of 
the tension, but in the process I had not lived up to my promise to my 
mom before I had left.  She sat down next to me and started to run her 
hands over me, lingering on my pussy before moving to my breasts.  
Finally she took me in her arms and just ran her fingers through my hair.

"Tell me what happened darling, tell your mom all about it.  So did Billy 
fuck you?"

I sighed and proceeded to tell my mom everything about the night.  She 
gasped when I described how he had come in my mouth the first time and 
then again as I described the feeling if him entering my pussy for the very 
first time as well.  God she was so turned on she started to masturbate 
right there next to me!  By the time I got to the last time Billy came in me 
she was cumming herself, gasping for air as I described him laying on me 
with his cock limp inside of me.  I loved to watch my mom touch herself, 
especially when I was telling her about my experiences.  I think she lived 
vicariously through me, reliving her own teenager days through me.

When we were both done my mom took a deep breath and smiled at me.  
Then she looked a bit more serious.  "God Kelly, that must have been 
incredible.  I only hope he understands how important it is for him not to 
tell anyone.  I would hate to see you get into any trouble over this."

That's when I told my mom my master plan – my plan to seduce the dad 
so he would not do anything if he found out about me fucking his son.  
Who knows, maybe I could even get the wife involved?  My mom thought 
it was a great idea, even if it did involve a married couple which she 
normally was against me having sex with.

She left and I was alone again in my room.  I drifted off to sleep with 
memories of my Billy, memories of the taste of his cock and cum, 
memories of his cock pounding into me.  I also went to sleep with the 
anticipation of what may lay ahead with his parents.  I knew the dad was 
interested, he had taken the bait and now it was just a case of setting the 
hook and reeling him in!  I couldn't wait until they needed another 
babysitter!



  
F32 Naughty Babysitter II - First Time With Billy