Popcorn girl 6

We spend the night together and both experience firsts

I had just given her an orgasm so great she past out. Holding her tiny body close I wondered how I had gotten into this. A beautiful 12 year old naked in my bed while the wife and kids are out of town. A little pixie that eagerly comes to me for sex and is eager to try more.
My hard cock slowly sliding between her thighs as we spoon. Rubbing gently along her red puffy lips still dripping from her orgasam. She gently stirred as I kissed her neck. “Mmmm, I feel so good” she almost purred putting her small hand down holding my cock to her she shifts and tried to get me to go into her.
“We’ve got all night, and so much to teach you” as I turn her around holding her close sharing kisses. She pushed me down on my back and kissed her way down my body. Rubbing her little nipples against mine she continued down brushing her body along mine. She kissed and sucked my nipples, lightly biting and pulling them with her teeth then moving on. She tickled my belly and licked the sweat from my body. Her hands reaching lower she holds and stroked my cock, cups my balls gently and brushes on down my legs.
Her mouth reaching my crotch she kissed and licks through the hair around me and lifting my penis slides the head across her lips using her tongue to lick up the flowing precum then takes me into her mouth. All the while I feel her heat as her hard nipples and body rub against me.
I reach down and pulling her gently I move her around with my dick still in her mouth I slid her on top if my body and brought her pussy to my lips. As I run my tongue along her moist lips she lifts her head and moans. Gently I push her head back down and we continue loving each other. I didn’t see her lick her finger but when she began to rub my asshole with it I felt it! Then pushing my dick deep in her mouth she slid her finger into my ass. I cried out and lifted my hips pushing my dick into her throat as she finger fucked me.I
“God yes!” I cried then buried my face into her pussy. Shoving my tongue as deep as I could. I took her swollen clit in my mouth and sucked it like she was me. Then following her lead I pushed a finger into her ass. She moved back as forth pushing first into my mouth then back against my finger.
We worked against each other harder and harder… Then like thunder we both exploded my cum going straight down her throat. Her’s flooding into my mouth….. Both of our asses spasming with our climaxes. When we could get our breath back we just lay there breathing deep and warm against each other. She recovered quicker and spun around and laid on top of me she took my head in her hands and kissed me hard. Almost shoving her tongue down my throat and rubbing our sweat drenched bodies against each other.
Sitting up with her legs straddling my hips she had her hands on my stomach as she rubbed her pussy back and against my dick. I had my doubts she would have any luck but I felt a little stirring. We both looked down and watched as her lips part and slide along my dick. Each time my head peaked out she leaned forward pressing her clit to it and grinding.
I knew it would be a while before I could continue so I grabbed her sweet little ass and being so small I literally picked her up and set her on my face. But a little rather forward so as she set down my tongue went right into her ass and she pushed down to get deeper. most people would expect a bitter nasty taste but not her. Her ass was tangy and almost as good as her pussy which continued to leak onto my face. I brought my hand up and using my thumb rubbed her clit gently at first then harder.
As I could feel her climax approach I picked her up and quickly set her ass down and my dick went right up her ass. Screaming more from surprise she tried to lift up but I held her hips. “Relax, easy…. just wait.. “. When her breathing slowed down I began to move her around in my dick. I thought her young cunt was tight but her little ass felt like it pealed my skin off going in. Moving her in small circles her asshole began to loosen. Then I began lifting her up an down. Little at a time she began helping, up an down a small circle then up and down. “God yes… so good… never thought….” She moaned louder as she began to move faster and harder until she was slamming her little ass against my thighs. After a few minutes I could feel my balls draw up, I grabbed her hips and pulled her down hard and held her deep and felt my dick swell and shoot robes of cum into her. .
“I feel it, Damn, I can feel it… so hot…. more give me more…”. She ground her ass against me as I emptied all that I had into her. She collapsed onto me. ..
As my swelling went down my dick came out with a pop as my cum dribbled out onto me and the bed. Sweat dripped from our bodies as I picked her up like the child she was and I carried her to the shower. As I set her down her legs were to weak to hold her up I held her as I turned on the water then sat with her in my arms as the water flowed on us.
Her skin was so soft and supple, we gently soaped each other and rinsed the heat and sweat from each other as we kissed and felt the emotional binds between us grow. Refreshed from the shower I wrapped her in a towel and carried her back to the bed. Sitting her in the edge I replaced the sheets with fresh then we both lay naked holding each other and fell asleep……

We awoke as the sun began shining in….. We spent the entire day with each other paushing only for light snacks then back to bed. She experienced much that day learning and giving much. When we showered together that after noon we made love under it’s flow, slow and gently knowing it may be sometime if we would ever to be together like this again. Work went slow and quiet that evening but we did find an occasional chance to kiss and hold each other in the office.
At the end of the night her mother was there to pick her up. When Judy went in back to get her bag from her “sleep over”, her mother and I talked
” she wasn’t late for work or too tired? You know they never really rest during those things* she chuckled. “Well she did move a little slower than usual” I laughed with her. Judy’s mom reached out her hand taking my hand in hers and said ” well you know sleepovers can be fun”. She squeezed my hand and started to say something else when her daughter came back. She quickly pulled her hand away. I saw Judy looking at both of us… She wanted to say something but looked at me then her mom. She took a deep breath…. But I interrupted what she might have said…..
“You have tomorrow off so you be sure to get some rest young lady, I know you didn’t get much rest at your “sleepover” I tried to lighten the dark cloud I felt coming. ” your right Dave…., I didn’t get much rest…. but it was fun…. and I hope to do it again soon”. She responded looking at her mother then me…
“Dave? Your on a first name basis?” Her mom said …. “Mom, everyone calls him Dave”… “Let’s go”… As they left both looked back and smiled… Judy saw her mom smile , looked at me with a ‘you better never’ look then as she went out the door she stopped looked back rubbed her butt, and smiled again as the door closed……

Several unexpected twists coming to this story based on real events….

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