That night in Elizabeth's Grandmother's apartment building
I secretly lusted after Elizabeth for months. I so much wanted to lose my virginity to her, but I was so upset by what happened when I tried that first time that it was another month before I got up the courage to try again.

Elizabeth and I did nothing for almost two weeks, then school started. I was being home schooled, and my parents were in college, so I spent a lot of my time at the college library, studying. I would sneak off to the section on human sexuality, reading actual college texts on sex. I learned so much that year… Anyway, back to the story.

It was October, and my 13th birthday was approaching. All I wanted for my birthday was to pop Elizabeth’s cherry, but no one knew. I couldn’t even tell my best friend!

I agonized over how to get Elizabeth to have sex with me. I mean, she liked playing, but every time I got close to penetration, she would freak out. I think she was hesitant because we were only twelve.

She and I had started calling each other late at night, especially when she was at her grandmother’s apartment. Her grandmother was a bit off her rocker, and didn’t pay a lot of attention to what she was doing. So, we would talk from about 9 p.m. until well past 1 a.m., talking about everything. Most nights, out conversation would turn to sex, which neither of us minded, and by October we were having regular phone sex. We both masturbated while we were on the phone, and hearing her sigh as she came always took me over the edge as well!

One particularly warm night for October, Elizabeth asked me if I would bike out to her grandmother’s apartment because she had something for me.

Excited beyond the bounds of my shorts, I calmed myself down and snuck out of the house, grabbing my bike and pedaling the four miles to her grandmother’s apartment building.

The buildings were cross shaped, with a common room in the center. I slid off my bike, and quietly tapped on glass of the sliding patio door. Elizabeth was in the tiny living room, and her grandmother was asleep in the bedroom,

She was dressed in a sheer white negligee, see-through, and I could see her panties and the curve of her small breasts. For the third time that night, my shorts got tight.

She opened the door, and ushered me in. Quietly, she and I sat, watching the hushed world of cable TV. We sat for a moment and then she slipped her hand over to mine. We held hands for a moment before I leaned over to her.

“You know what I want?”

“I think I’ve figured it out by now.”

“Can we?”

“Um, okay.”

“I understand if you don’t want… what?”

“Let’s do it. But not here.”

Shocked, I sat there, trembling a bit. This was it! I was going to give her my virginity, and she was going to give me hers!

She pulled me to the front door of the apartment, and we slipped out into the sterile white light of the hallway. I had to keep my heart from jumping out of my chest as we slipped down the hallway towards the common room. She opened the door at the end of the hallway very carefully to check for people, but considering it was 1 a.m., the place was empty.

We slid in, and she turned towards me, putting her arms on my shoulders and kissing me. She was about nine inches shorter than me, but, considering I was supposed to be in sixth grade, I was already 5’9”. We kissed an amazing kiss, tongues and lips and it felt like we were joined at the lips. There was a small library just off the main common room, and we back into the door, still embraced and kissing. She got the door open with one hand then we fell into the dark room, knocking a few books off as we went.

I broke the embrace, turned, and locked the door. The only light was from the security lights.

Now, I have excellent night vision, something that came from eating carrots instead of candy as a young child. When I turned, just the light from the security light (not much more than a nightlight) was enough for me to see her standing there, hands behind her back, breasts pushed forward.

I walked back over to her and hugged her again. She was so soft, so fresh. I wanted to just fuck her right there, standing against the wall, but I wanted the first time with her to be special, not just like what I had seen men treat prostitutes like.

We sank slowly to the floor, kissing and touching. Her nipples were hard in my hands, poking through the fabric as I brushed my fingers across them. I held her breasts in my hands, lifting them slightly. I heard her gasp and press into me.

I let my hand drop down to her panty cover crotch. They were drenched, but this time I knew that it was her fluids getting ready to receive me.

I laid her back on the floor, kissing and touching her, hands roving all over her. My cock was so hard that it was almost painful. I could feel the lust rising in me, taking me over like a fever. I pulled her panties off of her, and tossed them to the corner of the room. She spread her legs as I touched her pussy, spreading the lips I could barely see to touch her clit and massage her opening. I pulled off my shorts, and she played with my hard cock as I fingered her gently. She seemed to be burning up, as her pussy felt hot enough to melt lead.

I slipped between her legs, and scooted as close as I could to her. My cock ended up trapped between us, balls at her opening and shaft lying between her lips like a hotdog in a bun. I gave a few pelvic thrusts, sliding my dick up and down between her soft folds. I looked down at her, her eyes glistening in the light.

“It’s going to hurt the first time.”

“Hurt?” she asked, fear in her eyes. She was so cute that I had to smile.

“Don’t worry. It won’t last long, I promise,” I knew where her hymen was, and knew that it was not a big obstacle to what we were doing. The play that Dawn and she had done had broken Dawn’s, but Elizabeth’s was quite a bit more resilient.

I rolled my hips back, which pulled my dick away from its comfortable resting place, and set the tip of it right at the entrance of her pussy. With a slight push, the head popped inside her tight opening. She was small enough that I got only a small portion of my shaft in before I hit her barrier.

She had her head tilted back, and was gripping the carpet with clenched hands.

“Are you okay?” I asked since I was feeling a bit worried.

“I’m wonderful… it feels wonderful. I am just… scared,” she whispered.

“I’ll be easy,” I promised.

I wrapped my hand around the base of my cock as to measure where her hymen was, and began sliding it in and out of her, using my hand as a guide to not go too deep. Even though she was the same age as I was, there was quite a size differential, and I could feel her lips pulling at my cock as I slid out, then sliding in with me as I penetrated her again.

We continued to slowly make love like this for a few minutes before I felt a familiar urge come over me. It was lust, pure and simple.

“Are you ready?” I asked, surprised at the huskiness of my own voice.

“Oh god, oh god, oh god… Yes, please, break it. I want you all the way inside me!”

Again, I slowly slid all the way to the point where the head of my cock was barely inside her, then looked at her face as I put all my weight into a single thrust. Her hymen tore away in an instant, and I could feel myself bottom out inside of her, even before I was all the way in. I am not sure if it was the excitement of the evening or if it was just the fact that it was my first time, but my penis felt three times its normal size. I continued to penetrate her, pushing it in until my balls rested on her ass. Her pussy stretched to accommodate me, and her eyes opened wide as it did. The feeling of being inside her was five times better than what I imagined heaven to be. It was hot, wet, and tight all in one beautiful body. She put her legs around me as I began a hard, rhythmic assault on her pussy.

I felt clumsy, but I felt myself losing control of my body as it took over by instinct. I pounded into her little body, thrust after thrust. I felt her orgasm come and go, and her gasping as it did, but I had lost all concern for that. It felt like this is what my body was made to do. My balls slapped her tight ass. A thought popped into my head that I might one day let a load off in that ass.

We fucked hard for about ten minutes, and then I slowed down for a nice, leisurely screw. As I changed tempo, she launched into her first chain orgasm. I timed my thrusts automatically to her orgasms. As she came down for a moment, I leaned forward, kissing her. I felt her pussy tighten around me, and I could feel that boiling sensation start in my balls. I gave three big, hard thrusts, and then flooded her pussy with my semen.

I felt like a fire truck! Thick loads of my cream filled her. I kept thrusting like a wild animal, and realized in a lucid moment that she was writhing on the floor, lost in her own orgasm.

I began to regain some of my control, although I was still in a post-orgasmic haze. I could feel cum matted to my sparse pubic hair, and my cock, which had not yet subsided, felt like it was part of her, like our crotched were joined together.

We lay there, sweaty and gasping, for a few minutes. She looked up at me and smiled, pulling me close to her. She held me, and I wrapped my arms around her as well, holding her, for what seemed like forever.

After a while, I had the urge to move, so I pulled my hips back. I was surprised to find that my hard on sprung back into shape the minute I moved. Seizing the opportunity, I began to slide in and out of her once again. The sounds coming from the movement were divine, a sort of soft squishing. Cum that I had squirted into her acted as a lubricant, and soon we were doing another race to see who would come first.

She put her hand to my chest to slow my movements, and then whispered, “I want you from behind.”

I pulled out of her with a nasty plop, and rolled back on my heels. She got on her hands and knees in front of me, soft ass glistening from sweat in the dim light.

I got up on my knees, but I had to spread them to get my cock in the right place.

“Do you want it back in your pussy, or do you want it in your butt?” I asked in hushed tones.

“Ew, my butt? Yuck! Put it in my pussy, you pervert!” she half giggled.

I again placed the head of my cock at the entrance to her love tunnel, which was, this time, sopping wet from her cum, my cum, sweat, and normal lubrication. I slid it slowly in, until I felt her hips pressing into mine.

I leaned forward a bit and ask, “Hard or soft?”

“Hard, dammit!” she whispered harshly as she tried to wiggle her butt to get more stimulation, “Please, hard, please!”

I am not sure if it was the please or the dammit that did it, but I began ramming her ass with everything in me. The sound, the smell, even the sight of my cock impaling that wonderful twelve-year-old was perfect. Since I had just cum a little while before, I was ready for a nice long fuck.

We fucked for what seemed like hours. I pulled out and lay below her. Confused for a moment, I directed her to turn around and face me. She climbed on top of me, and dropped down, taking my cock into her in one motion. She rode me for a while, groaning and cumming. My hips were soaked with her cum, and I could feel my own boiling in my balls yet again.

I grabbed her hips and lunged into her, over and over again. Finally, we both came. I saw stars, and felt my cock draining into her hungry pussy.

After that, my cock gave up. She slid off of me, leaving me soaked, and slid in next to me, where we cuddled on the carpet for a while.

She then stood up and turned on the lights. The sudden brightness made my eyes hurt. It was then that I realized that I had friction burns on my knees. They stung badly, but it had been worth it.

I looked up at her. Her pussy was covered in two loads of spunk, and her negligee was soaked with sweat, among other things. She smiled her goofy grin smile at me, and then said, “We don’t have a lot of time.”

I looked up at the clock. Holy crap, we had been screwing for three hours! I had to get home!

We found her panties in the corner, with my shorts right next to them. We hurriedly put them back on, and then slipped as quietly out the library door as possible. She showed me the exit to the outside so that I could leave from the common room rather than through her grandmother’s apartment.

We stopped for a second, and looked at each other. It had been a wonderful night, but what was I supposed to say?

“I, uh…” I began.

“I liked it too. I’ll call you tomorrow.”

I walked back to my bike, by her grandmother’s patio, slid onto the saddle, and biked home.

The next morning, Elizabeth called around 10:30.

“My grandma asked me in the morning why my clothes were so sweaty,” she said with a sparkle in her voice.

“And what did you tell her?”

“That I had the urge in the middle of the night to go work out!”



2013-03-24 03:54:11
A great carry on in this story thx for adding.

Shame ages skiped from last on to this one for some reason tho.

Anonymous readerReport

2012-11-29 23:09:29
Note bad kinda sweet but what about dawn hes girlfriend??
And yngr would be nice too.


2005-10-28 11:19:03
WOW! nice


2004-08-09 02:40:47
Hey if you don't like the age thing, read something else. Another Masterpeice, how long this series going to go?


2004-07-31 00:30:32
im waitin for part 4

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