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NAUGHTY BABYSITTER III - NEW YEAR'S EVE WITH BILLY AND JENNY
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…


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 3 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 13 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 13 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 13 year old boy had fucked me for the first time.  This 
all went through my head in about 2 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 15 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 10 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 3 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 in 2005………



  

F33 Naughty Babysitter III - New Years Eve