It was one month into summer vacation and I had recently met my friend's little sister kimmy in a movie store with her mom, I hadn't seen her in nearly 6 months and remembered her having been a cute little dirty-blonde who had probably just begun puberty. Well Kimmy was still young and far from done growin but she had become a hot little thing with tiny nub-tits which would hopefully fill in to C cups like her mom's. She had a tight, slender, toned, and slightly tanned body with long athletic legs and the beginnings of luscious curves all over. Yep she was takin after her mother in every way. Kimmy's mom was, in my opinion, pornstar material with gorgeous C cups, long blonde hair, a tightly toned and meticulously maintaned physique, perfect curves all over, the legs of a godess, and a sexy tan; the kind most men would give their left nut to be with. Whenever I was with my friend and she was around I couldnt help glancing at her perfect tits a few times and fantaszing about her many more times. But back to Kimmy, she had become my fantasy, I thought to myself about how I would give anything to get with her, I was beginnin to think I was in love with her. For a while summer continued normally but one evening my friend was online for the first time in what had to be months, I IM'd him and as per usual got no response, he wasnt exactly Mr. Social all the time and everyone he knew was accustomed to this, but then i actually got a response. Apparently Kimmy had gone on his screen-name, I realized he was away on vacation so it couldnt be him pranking. She asked me to come over to their house that friday and that I wouldnt be dissapointed, well my dick jumped for joy at this and I just couldn't refuse. That friday when I arrived at Kimmy's house it was already 8 p.m. and she told me she was home alone, Her mom had gone away on business and wouldn't be back until the following afternoon and her brother was still away for 4 more days. Kimmy led me over to the family room where they had a huge TV and a giant sofa. She invited me to sit while she went to get some drinks. When she came back in with two sodas I caught a smirk on her face and knew she had something on her mind. For a while we sat in a semi-akward silence watching TV and drinking. When we finished our drinks it was almost 9 pm, I started to think that this whole thing was goin nowhere and I had expected way too much. Since we were home alone and I was 2 years older that her I asked her if we could watch something more "interesting" and she innocently agreed. I quickly found a good porno movie and started watchin with her sitting there, I realized how uncomfortable I must have made her and reached for the remote asking if she'd like me to change the channel, as I began to apologize for choosin this channel she exclaimed in the most innocent little voice "no, no, it's just that well I've heard about all these things they're doin in the movie in school and in health class, but I really don't know anything about it, it makes feel kinda wierd around people when they talk about it or in this case, do it." I replied "Oh is that it, I thought you thought I was a perv or something" to which she exclaimed quickly "no no, I watch this stuff sometimes tryin to learn about it and i've seen my friends watchin it too." "You kno I can help you learn about sex if you really want to" I said, worrying that I had sounded intimidating. "I would... I would really like that a lot." The moment those words left her soft tongue I felt a surge of blood beginning to fill my dick. "Well what were you wondering about Kimmy" I offered, attempting to break the ice. "I understand masturbation and sex and stuff with females but how does it work with guys." I replied "Well, when a guy masturbates and orgasms he ejaculates semen which will impregnate a girl during vaginal sex. To do that umm.... when a guy gets aroused, or uh turned on blood fills the dick and it gets longer and harder, preparing for sex" at this she giggled and let it sink in. " I guess I would like a um, demonstration..." I sat there shocked, I was getting harder now and she had just noticed the growing tent in my pants, I managed to say "ok, if you really..." I was cut off "Are you umm ya kno, gettin arou..." I cut her off "Uh yeah, heheh I hope you dont think it's wierd or something" she replied "no, no, but are you getting turned on by this or um..." she trailed off. "Look Kimmy I really like you a lot..." she blushed and smiled then said "I really like you too" I responded immediately " look, relationships are extremely complicated, I wouldnt wanna do anything to make you think I was a pervert who just wanted to fuck you once and never speak to you again or anything else to damage our new relationship... I hope you understand.." "I do, I really do, I like you a lot too and I kno you would never do anything like that, and I want you to trust my judgement when I say that you can do anything you want with tonight, I want you to..." For a moment I was stunned, my fantasy was coming true and my dream girl had just entrusted me with her body, begging me to demonstrate the concepts and types of sex she had thus far only heard and dreamed about. She asked me how to start and I told her to stand up and start peeling her clothing off. She stood in front of me peeling her tiny shirt from her body revealing a small white bra, her nipples were becoming erect in the thin material. She worked her hands down her hips and began to pull her tiny little shorts off rubbing her legs on the way down, she kicked them off her ankles and they landed right on my lap. I looked up and saw the cutest little cotton panties on her. She spread her legs and bent over to the left letting me see the soft outline of her miniature pussy and the smooth curve of her little ass. She then worked her way back up her body stopping only momentarily at her pussy to pull the panties higher and reveal her defined labia and clit through the cotton. She began to caress her nipples with her thumb forefinger through her bra and let out a slight moan of pleasure. She looked to me as if asking for approval and I nodded. "You're doing an amazing job Kmmy, now Id like you to come here so I can show you how to work a dick" she smiled and giggled at my matter-of-fact attitude "ok, you just kneel down here" I positioned her in front of me on the floor "and now gimme your hand" she stood up for a minute and grabbed some lotion from the coffee table. We both smiled at each other and I said "I see you kno a bit more that you admitted" she replied "no, I just see it all of the movies" she reached out and I took her hand and guided it over to my zipper, she unzipped my pants and I pulled out my dick, she squirted some lotion into her palm "ok now put your hand like this" I wrapped her tiny hand around my shaft and began moving it up and down from the base to the head, she put on a bit more lotion and in a few seconds i was in heaven. She began pumping faster and then moved her mouth down on to the head, I said between breaths "your amazing" I was soon fully erect and decided it was her turn. I picked her up and placed her on the couch thenwent to work. I removed her bra and started to work her pink nipples first with my tongue then with my fingers, she let out soft moans every few seconds. I moved down to her panties and slowly peeled them from her, her juices had left a little wet spot. She had a perfect hairless pussy, soaking wet, tighter than I'd expected. I could smell her sweet juices everywhere and began to lick and suckle her little clit, the instant my tongue touched it she moaned and her whole body shook. I started slow and then worked up a rythm. I slowed down "I want you to suck me more" she nodded still in ecstasy and we got in to a 69 position with her on top sucking on my throbbing dick and rubbing my shaft. I took two finger and worked her clit with them then started licking her warm, tight hole and poked my tongue in and out and back and forth tasting her delicious virgin juices. I stood her up again and had her bend over, I continued to massage her pink clit then moved my thumb down to her moist hole and rubbed it slowly. I moved my tongue and other hand to her tiny little ass, I worked my tongue up and down it all the way then began to lap her asshole and rub it with my free hand's forefingers. I could tell she was really getting into it as her knees began to buckle and she started to moan faster and faster. I took her to her bedroom in my arms and laid her on her bed. She spread her legs as wide as they would go but I knew it would still be a really tight fit. I propped my dick up over her pussy rubbed it across her clit a few times, she moaned louder than before and looked up at me "are you gonna you kno..." "yea, you'll love it, I promise" she let her head fall back to the pillow as I took my dick and lined it up with her hole "ok Kimmy, it may hurt at first, just relax" knowing she was a virgin I knew she was in for some pain when I popped her cherry, plus she was soooo tight... I slid my dick into her pussy and she let out a little yelp "it.. it hurts" "I kno, it will for a little bit, like I said just relax" I began pumping in and out of her pussy then she said "can I get up and ride it" I nodded and laid down then propped her up above my dick and gripped her hips. She slid it into her and then I began to pump her tiny body up and down and she let out little yells, then she yelled louder and my dick went all the up into her and I saw some blood appear. "I popped you're cherry" she continued to bounce up and down on my rock hard dick and was soon moaning in pleasure and crying out "faster" "dont stop" soon I was moaning right along with her and we were both about to cum "I want you to cum in me" she moaned "but you could get pregnant" i said "im havent started menstruating yet" she managed to say as she moaned. She ground down on me with everything she had in her little body and let out a moan of pure pleasure and at that same instant I came right in her tight little twat she slid off me, cum dripping from her hole completely exhausted. "You were amazing" I exclaimed and she responded "Same time this monday?"