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I have written about Angela at some length and there will be more.  Now I
want to write about another cutie named Gwendolyn, or Gwen.  Mmm, Gwen.  As
I said before, Angela was my all time favorite and none compare for the
depth of my feeling for her.  But Gwen was way up there among the second
tier of my fantasies.
   Gwen was thin.  More than that her face was a beacon, her smile a light
in the darkness.  I have never cared for chunky girls in my fantasy life,
so when I say thin, I truly mean she was a thin girl.  There was no fat on
her.  To this day she is a thin flat breasted woman.  Then as now her chief
physical assets were her legs and her near perfect face.  Her legs were
long, lean and muscular since she did gymnastics as well as dancing.  Her
calves were magnificent but her thighs were transcendent.
   They swelled out from the knees to a long expanse of curving muscle and
then tapered in to her narrow hips.  The inner thighs pointed and lured you
home to paradise.  Her face was the face of a model.  I did not and could
not choose between her pensive moods or her bright cheery moods.  She had
long strawberry blond hair that usually fell over shoulders.  Her eyes
glinted and sparkled with life and energy.  Her perfect nose and lovely
rosy cheeks drew your attention to her mouth.  It was one of those
wonderful wide mouths full of perfect white teeth.  Looking at her mouth I
always pictured it wrapped around my cock.
   So here is what I used to fantasize about Gwen.
   Gwen was always affectionate with me.  I first met her when she was six
years old.  She would always hug me.  Whenever she came into or left my
room she'd come over to me and give me a hug.
   I remember that she often wore skirts, usually a "mini" skirt variant
that almost never came to her knees.  She was very style conscious, as was
her beautiful mother.  That style went all the way to the skin.  I knew
because she always found a way to let me see her panties.
   Whether she was conscious of that or not I'll never know but whenever
she I saw her panties!  They are a sexy sight for sure no matter whom it is
but catching a glimpse of her silky looking panties was a thrill.  Once in
while she'd even wear lace underwear!
   The first time I saw that I was sitting in front of her second grade
class playing guitar (I think) and leading them in a song.  The kids were
spread out on our choir risers in a semi-circle.  Gwen was on the top step
right in front of me, which put her hips at my eye level.  As she sang her
skirt rode up her thighs a little and her legs spread.  On purpose?  Shrug.
   Then I saw them.  She had on white lace panties with a little filigree
border that tiny pink hearts.  I could see her pussy faintly through the
fabric.  My cock was immediately hard and I was awfully glad that I had a
guitar in my lap to cover it!  I stared at her stunning little crotch
whenever I could for the rest of the period and could not stand up when
their teacher arrived to take the class.
   Gwen managed to be the last in line and as the class left she over to me
for a hug.  I set aside my guitar as she moved between my legs.  As I
hugged her my raging cock was pressing against her just inches from
paradise.  That night I jerked off at the memory over and over till my cock
was sore.
   She was like that.  I remember her in third grade.  It was picture day
for the whole school.  Everyone was dressed up to the nines.  At her lunch
period, which this day happened to be mine, Gwen came to my room for lunch.
She was a sweet little beauty this day and I was drunk with the sight of
her.  She wore a red and white stripped blouse with a high collared neck.
All the edges were fringed with lace and it had a "V" of white lace that
came to point just above her skirt.  Her skirt was red pleated and held up
by a pair of red suspenders.  She was also wearing white pantyhose with
white patent leather shoes.  Her hair was brushed to a shine with a couple
of ringlets hinted at by her temples.
   I was sitting at my desk marking papers (a never ending job!) and she
sat at a student's desk across from me.  I quickly saw that she had spread
her legs a tiny bit.
   "Mmmm," I thought, "This could be fun!"
   While I pretended to mark papers I was looking with all my might hoping
against hope that she would show me her sweet panty hose encased pussy! 
She kept eating and at point she absently scratched her left thigh and
parted her legs a tiny bit more.  I was stunned!  They weren't panty hose!
She was wearing stockings and a garter belt!!  As I openly stared (I
probably drooled too) her knees opened another inch or so.  I could see
that her garter belt was red and that her panties were red see through
lace. Oh, my.  I didn't know such things came in such small sizes!
   I made no pretense of marking papers.
   "You look especially beautiful today, Gwen."
   "Thank you."
   "I love the way everything matches."
   "Thank you."
   "I think it is fabulous that your stocking match your outfit too."
   "Thank you," she replied blushing just a bit.
   I decided to be just a bit bolder.  I went to the door of my classroom
and locked the door and turned out the lights to discourage any visitors.
Meanwhile Gwen finished her lunch and got up throw out her trash.  As she
walked across the room I imagined that I could see her lingerie.  Her
little ass swayed as her skirt swished and hard on got harder and harder.
   When I got back to my desk Gwen came over and stood to my left and
watched me try to mark papers.  She leaned over the desk as she watched. 
As she did this the back of her skirt hiked up just enough to expose her
stocking tops and the red straps holding them.
   Bliss!
   I looked at the back of her legs with lust in my heart.  She saw me and
realized what I was doing and what I was seeing.  She looked at my face and
blushed deeply.
   "Now, even you face matches," I said.  " think your outfit is wonderful.
You look very mature."
   "Thank you," she replied, "I like to feel grown up."
   "Well, you look it today."
   She looked me right in the eye and asked, "What is your favorite part of
my outfit?  I like the lace."
   "Well,....  I can't say which part..."
   "Oh, please!?"
   "Okay.  I like your stockings."
   "Oh!  They're not pantyhose you know?  They are real grown up
stockings."
   "Yes, you look grown up," I said my voice trembling.
   "They're kinda hard to get on but I like how they look.  I feel sorta
sexy."
   Wow!  A gorgeous eight year old wearing sexy lingerie under her school
clothes is telling me she feels sexy.
   "Mmmm.  You look sexy for sure!"
   "But," I added, "I really can't be sure which part of your outfit I like
the best."
   "But you said!"
   "Yes, but then I remembered that I haven't seen all of your outfit and
certainly not the sexiest parts."
   "Oh, what haven't you seen?"
   "Your lingerie!"
   With that she stood up straight facing me and raised her skirt far
enough that I could see her garter and panties.  My heart was pounding.  My
dick was throbbing.  I gestured for her to come to me.
   "Thank you, Gwen.  That was beautiful but I think there may be more that
I have not seen."
   With that I slipped the suspenders down over her shoulders as I gazed
into her luscious eyes.  Then I started unbuttoning her blouse.  I didn't
think there was any way she needed a bra but I thought that since there had
been such attention to detail with her garter and panties there was a good
chance of hidden treasure.
   I slowly unbuttoned the blouse and yes, there it was!  A beautiful red
lace training bra.  Her chest was flat as a pancake but this was needed to
round out the lingerie ensemble.
   I gasped in wonder and delight and I gave her a quick kiss on the lips.
Nothing like I wanted to do but still, a kiss.
   "Ah," I said, "I thought there was more.  Well, I won't be able to judge
properly until we get rid of this."
   I reached over and unsnapped her shirt and lowered it as she put her
hands on my shoulders and stepped out of it.
   With stifled anticipation I removed her blouse and there she was a
picture of beauty, grace and sex like I never thought was possible.  A
beautiful eight year old in red lingerie!
   My cock was straining to be released and sadly this was in the time
before digital photography so I could take no pictures.
   "You are the sexiest third grader I have ever seen, Gwen."
   She smiled self-consciously and struck a model pose.
   "Do you think so for real," she asked?  "None of the other girls have
clothes like this and I feel more grown up when I wear them."
   "Honey, you look marvelous.  May I look closer?"
   She nodded.
   I got on my knees in front of her and stared at her little bra.  Her
nipples were hard little nubbins under her bra and I could see them clearly
through the lace.  I don't know how my cock didn't burst out of my pants as
I lowered my gaze to her panties.  There I looked at heaven through the red
veil of her panties.
   "You are one sexy girl!  You really have me excited!"
   At first she did not know what I meant but then the realization came
that it was thing to do with the bulge in my pants.  I reached out and
pulled her to me and I hugged her tightly so she could feel my prick
prodding her pussy.  She actually pushed against my stiff cock with her
hips and I moaned as I began kissing her lips.  After a short time I began
probing her lips with my tongue and she opened her lips a bit and I was
suddenly French kissing an eight year old.  I was playing with fire.
   Looking at the clock I saw that I had fifteen minutes till the end of
lunch.  I decided that since I had gone this far I may as well go a little
bit further.  I was already doomed if caught.
   I began to rub my hands over her sweet silky body.  Then one hand crept
up under her bra and played with the nipple.  She moaned a little as I gave
each nipple its due.
   I turned her slightly to the right and while still kissing her my left
hand slid down her belly and slipped under her panties to her lovely
hairless pussy.  With a finger I probed her cunt and rubbed her clit.  She
was grinding her hips against my hand while we kissed.  Suddenly she tensed
up and I felt her legs gripping my hand.  She came!  I kept up the probing
and rubbing as she clenched and bucked against my hands time and again. 
Finally she settled breathlessly and sat on my right knee.
   "Did you like that?"
   "Uh, huh!!!"
   I pulled my hand out and licked my fingers.  Oh, what a glorious taste.
Little girl!
   I helped her put her clothes back on and settle down before she headed
out to class.  I wrote a note to the art teacher asking if Gwen could come
to my room to help me 8th period.  I had no class then and I was determined
to pick up where I had left off.
   More to cum.
  
Gwen 1