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Introduction:

I help mt daughters 4-H club at the fairand get assigned to night watch in the barn.
My daughter, Carly, loves horses and she talked us into letting her join 4H. The club had barn space during the county fair to show their horses. This entailed a lot of work by the kids and the parents. My ex-wife Helen and I found out just how much work the first year our daughter attended. Helen and I have been divorced for several years, but still remain friendly. And when it comes to doing things like 4-H for our daughter, neither one of us mind at all.

During the four days of the fair the kids were required to be on site all the time. Each parent with a kid in the club would bring a trailer to live for the four nights they were there.

Also each parent was assigned by the club leader to a supervisory duty. Unfortunately being voluntary, there were only the three leaders, Helen and I who showed up at the barns to work. That first year Helen and I got to be the day time barn cleaning supervisors. We soon found out it wasn't going to be an easy job. There's nothing more frustrating then trying to get a group of 12 to 16 year old girls to do chores.

After that first year I refused to do it a second time. My resolve lasted until my daughter gave me the old tearful ‘Daddy I love. Please can we?' treatment. I love her and I'm a pushover for her tears and begging. Also as frustrating as the fair was there were compensations. Several of the girls and three of the mothers, Carol, Flora and Lydia, were extremely attractive.

Carol was the group leader. She was short, no more than 5' tall and couldn't have weighed more that 95 lbs. She wasn't thin, just small in stature. She had a nice hour glass shape with a rather small waist, dark blonde hair, a really nice round ass and a pair of very nice ‘B' cup tits. She had a habit of wearing loose shirts with no bra. If I happened to be in the right place at the right time as she worked in the barn I'd get a great view of those tits as she bent over.

Flora was a tall flaming redhead with wide hips and very large tits. They had to be ‘D' cup and probably were double D's. Of the three she was the outgoing one, the one who would push up against me every time she got a chance. The first year of the fair I had those huge tits of hers pushed into my back, my chest, my side and my arm more times then I could count. I loved it every time.

Lydia had black hair, a perfectly proportioned figure with ‘C' cup tits and was the quiet shy one. I talked to her a few times the first year, but she didn't say much. She always wore conservative clothes, which never gave me a chance to see any of her, or got close enough to make bodily contact like Flora.

As I said several of the girls were very attractive, but two were stunning. Emily, Carols daughter was a younger copy of her mother, but even smaller. She was 16 and no more than 4' 6" tall, but like her mother well proportioned, round in the right places with a pair of small "B" cup breasts that looked huge on her diminutive frame. The other knock out was Lydia's daughter, Sara. She had the raven black dark hair, brown eyes and sweet smile and the same perfectly proportioned figure as her mom.

All three of the women were very close friends and seemed to hang out together all the time. And when we had some slow times at 4-H functions I noticed they would all three be talking to me. I didn't think much of it, I just knew I got some glimpses of Carols tits and got Flora‘s huge melons pushed against me during those times. I didn't ever figure I'd be getting more then that.

The second year Helen informed me I would have to do the fair by myself because her mother was ill and she had to go take care of her. When I showed up for the planning meeting I wasn't in a very good mood. Being group leader Carol must have realized I was close to quitting because she offered me the job of night barn watchman.

The night watchman's job was the plum of the jobs in the club. After the fair closed at 10:00 PM, everyone would retire to their trailers for the night. All the night watchman had to do was sleep in the barn with the horses in case something came up. That meant privacy for the entire night.

I was very happy to have the job but being the pick of jobs, I wondered why it was being given to me. When I ask Carol, all she did was grin and tell me that I was too valuable to loose. I was also nervous with my daughter sleeping alone and made a comment to Carol about it. Carol said Carly could sleep in their trailer with her daughter Emily. With that issue resolved I gladly accepted the assignment.

I was looking forward to sleeping in the barn alone. I figured it would give me a place and time to relieve the pressure in my balls I knew I was going to have from watching the moms and girls during the day. The first year I ended up with a raging hard on most every day, with no way to relieve the pressure. Sleeping in a small trailer with my daughter a few feet away, I could never jack off for fear she might hear. The showers were communal so I could never do it there and I could never find a place and time to do it during the day, so I ended up with blue balls for three days.

Part of the night watchman's job was to keep the work schedule up to date and if they felt like it, help out during the day. On the first day I checked the schedule, then began to help where I could. During the day I noticed that I was getting a lot more opportunities to see Carols tits then I did the year before. Also Flora must have hugged me and pressed those huge tits against me half a dozen times that day.

While I was enjoying the views of Carols tits and the massages from Flora's I also noticed that Emily was being a lot more friendly. The year before she had acted pleasant but reserved and shy. Over the intervening year she had changed. In the evening after the gates closed and the crowds were gone, the girls would do clean up around the barn. Emily would wear tight halter tops with no bra and very tight short shorts. I found myself enthralled watching her and had a hell of a time prying my eyes away from the very sexy young teen.

She caught me staring at her a couple of times. I thought she would be upset but instead when she caught me, she would just smile. Once she even turned and wiggled her ass at me. I ask Carly what had gotten into Emily. My daughter told me that Emily had been going steady with the captain of the football team and that she had begun acting like a slut. Carly said that she and her friends figured that Emily was having sex with her boyfriend.

After that all I could think about was how the boy she was going with must enjoy slamming her tight teen pussy. I also knew I had to be careful and not let her think I was interested in doing the same. all I needed was to have one of the leaders thinking I was trying to get one of the girls in bed and all hell would break loose. I had to be very careful around her. As sexy as she was I really didn't want to get caught even thinking about fucking a 16 year old.

The barn had a large 12' x 12' door and a small regular door at each end. The large doors were both locked from the inside. The small doors both had dead bolts. The leader had the key in case something happened and the barn watchman was incapacitated. By the time 10:00 PM rolled around I was ready to lock the barn door and spend some time messaging my hard cock. I showered and reported to the barn. Lydia was there making last check.

As she started to step out of the barn, she turned, smiled and said,"Sleep tight. I hope you have some pleasant dreams."

I locked the dead bolt on the door and as I walked to my bunk wondered what that was about. I didn't wonder long., I was way to horny. I needed relief. I laid down on my bunk and pulled out my cock. I slowly began to stroke it as I formed a mental image of Carols tits.

I imaging sliding my cock into her while I sucked on those firm tits as I stroked my hard rod. After a short time I switched to thinking about Flora's huge globes wrapped around my balls as she sucked my cock. I was getting very close to cumming when I heard a knock on the door. I groaned and kept stroking, hoping I could cum before who ever was outside grew impatient. Unfortunately they were very insistent and knocked again a few seconds later.

I groaned, tucked my cock back into my shorts, then pulled on a large sweat shirt so it would hide the lump of my hard cock before I answered the door. I unlocked the dead bolt and pulled open the door to find Flora standing outside. She was dressed in a light summer dress pulled in at the waist with a belt, which caused her ample tits to look even bigger then they were. I could see those huge mounds wobble under the thin fabric of her dress as she moved. She didn't have on a bra!

"You weren't asleep were you?" she ask.

"No, no I was just laying in my bunk thinking." I replied.

"Good. Can I come in? I need to talk to you about tomorrow's schedule." She said.

I groaned inwardly. My cock was throbbing wanting release and she wanted to talk about the schedule! Unfortunately I really couldn't turn her down.

"Sure, come on in." I said, thinking that looking at her dressed as she was and being so fucking close to cumming it may just make me cum in my pants.

She stepped in and slid the door closed as I headed back toward my bunk. I heard a noise behind me and looked back just in time to see her lock the dead bolt.

I was a bit puzzled by her action but when she turned and saw me looking she smiled and
said,"It's fair policy to always keep the door locked during night hours."

I nodded and a moment later she passed me, leading the way to my bunk. She sat down on the bunk and opened a notebook she carried. She had passed several chairs to get to the bunk and I wondered why she hadn't used them. After a moment I mentally shrugged. All I wanted was to get the meeting over and have her leave so I could finish what I had started to do. I sat down next to her and we talked about the schedule for the next day. I took about ten minutes and we had it ready to post on the barn bulletin board.

As she closed her notebook she said,"You and Helen seem to have a good relationship for being divorced."

"It's not bad." I replied, wondering why she had said that.

"Frank, my husband and I have been married for 18 years. Since you have such a good
relationship now, did you and Helen have a good sex life when you were married?"

I was shocked at the direct way she asked the question. For a moment I considered not
answering, then a mental image of all the times she had rubbed her tits against me filled my head and I wondered if she was trying to get me to make a move. I decided to play along and see what happened

"Actually, yes we did." I said, then added," And we still do but not as much as I'd like."

I waited, wondering how she would react to my statement.

She turned with a smile on her lips, her eyes wide as they met mine,"You and Helen still have sex? Even after you got divorced? Really?"

I grinned and replied,"It's not that we weren't compatible in bed. The sex between us was always fantastic. We just couldn't seem to live under the same roof. We both agreed we wouldn't give up the sex unless one or the other of us finds another mate."

"Really?" Flora replied ," That's really unusual. Most divorced people hate each other. Frank and I have quite a bit of sex too. But like you, not as much as I'd like."

I felt my cock jump as she spoke. I was certain she was giving me an opening.

I looked into her eyes, reached over and laid my hand on her upper thigh and said, "Well,
perhaps we can help each other out?"

For a moment she didn't react, then she looked down at my hand laying on her thigh.

She stared at it for a long moment, then looked back up, her eyes widened with a look of shock as she said,"You think.....You want me too.......have sex with you???"

For a moment I was confused. I was sure after all the times she had pushed against me, after her leading questions about sex, that she was trying to get me to make a move.

When I finally realized I had screwed up, I jerked my hand back and started to stammer,"I'm sorry. I didn't mean to offend you. I thought that you were...well...that you were wanting me to...you know."

Flora stood up and backed away a few steps saying,"Really? You thought I'd fuck you? I'm married for Christ sake! I'd never cheat on Frank!"

"I'm sorry!" I said as thoughts of what was going to happen when she told her husband filled my head,"I never would have done that except for all the signals you gave were telling me that you wanted me too!"

Flora stopped and looked thoughtful for a moment, then said, "Frank tells me that I do that. That I shouldn't be so touchy, so straight forward. I thought he was full of crap. Did you really think I wanted you to proposition me?"

I realized I had a chance to talk my way out of the fire, so I said,"Yes. Stop and think, how many times have you pushed your breasts against me over the last two years? And what kind of effect do you think that has on a man? On me? Add that to the question about me and Helen having sex and your statement about not having as much sex as you want, what would you think if you were in my shoes? Have I ever been crude with you, any of the women or the girls? Have I ever given you an indication I was just waiting to get you alone so I could grope you? I don't think I have. So why do you think I did it this time if I didn't think I was invited to? "

Flora stood silent for several minutes, then said in a quiet voice,"Frank told me I was going to get myself in trouble one of these days doing that. He's yelled at me more then once for being touchy with guys. And you're right about the questions. Sometimes I'm clueless. Frank has yelled at me for being blind to that too."

I could feel the panic start to recede as I realized she understood.

"So can we keep this between us?" I ask hopefully,"I promise I'll never ever do that again. But I also need you to promise not to be rubbing against me."

Flora smiled, then replied,"Ok. I promise. I'm sorry you misunderstood."

With that she stepped out the door and was gone. I heard the door lock as I walked back to my bunk. I lay awake for several hours, wondering what tomorrow was going to be like. Even if she didn't tell anyone, the relationship between her and I was going to be strained.

The next day I discovered just how good an actress Flora was. She got me alone first thing that morning and told me that we couldn't let on that anything was different, other then she wasn't going to be rubbing on me any more. True to her word, she didn't let the tension between us show.

As the day progressed I relaxed realizing things were going to be ok. The one thing I did notice was I caught Lydia staring at me several times. When I caught her doing it, she would quickly turn away and pretend to be doing chores. I wondered if she had sensed the change or if Flora had let slip what had happened.

That evening I took a shower and flopped onto my bunk, exhausted from the tension of the day. Just as I was drifting off the sleep I heard a knock on the door. I got up and when I opened it found Lydia.

"Hi." She said glancing around,"Carol wanted me to go over the tomorrow's roster with you."

I thought it odd since Carol and I had gone over it a few hours earlier.

As I opened the door to let her in I said,"Carol and I looked it over this afternoon."

Lydia glanced around nervously then quickly stepped in the door as she replied,"There
was....some changes."

Again I thought that odd, but figured it must have been something that came up at the last
minute. I locked the door and turned to find Lydia looking at me, nervously licking her lips.

"You Ok?" I asked.

"Aw....yea....I'm...aw...fine." She said.

"Let's find a seat so we can talk." I said.

Just like Flora did the evening before she walked passed a chair and a pile of hay bales (which were there as seats) and sat down on my bunk. Because of the happenings of the night before I was feeling cautious. I sat down on the bunk leaving as much space between us as I could.

The one thing I couldn't do was take my eyes off her. Lydia always dressed in jeans, a large shirt and boots. This time she was dressed in a short sleeve, knee length, floral print summer dress, that accented her figure, and a pair of sandals. The dress had a row of seven large buttons down the front. It was v-necked, so the top button lay right between her breasts. And to top it off I could see the outline of her nipples pushing through the thin cotton material of her dress. She didn't have on a bra!

I finally peeled my eyes from her chest and ask, "So what's the change?".

"Aw...well...aw......we wanted to take these two senior girls off the midday shift and put them on in the evening. They both know how to talk to people where the younger ones don't."

"Ok. I agree. Anything else?"I ask wondering why she had needed my approval for that.

"Well...aw....can I...ask you something? Something personal?" She stammered.

It hit me then that Flora must have told her about the events of the evening before.

I got a bit pissed thinking that Flora had broken her promise and I sounded like it when I
said,"Sure why not!"

"Well, if you don't want me to I won't." She replied.

"That's ok." I answered, still pissed, and getting more so as I talked,"You want to know
if it's true, right? If I propositioned Flora? If I asked her to fuck? The answer is yes, I did! She rubbed those big old titties against me for two years! What was I suppose to think? I am really pissed she told someone about it though. She promised it would stay between her and I."

There was several seconds of silence, then Lydia whispered,"She told me because she was having second thoughts."

It took a moment before what Lydia had said sunk in, then I ask,"What do you mean, second thoughts?"

Again there was silence, then Lydia replied in her quiet whisper,"She said she needed to talk to someone about it. After she had time to think about what you said to her she realized she had been coming on to you. She was thinking about coming back over here and you know, doing it with you. She needed someone to talk her out of it. She really doesn't want to cheat on Frank."

I was stunned. I hadn't been wrong! She had been teasing me all along!

"I appreciate you telling me that. I thought I was going crazy for a bit there." I told her, then still being a little angry I added,"So she tells you about what happened and you decide to come over here dressed like that and get in on the tease?"

"Well...no.....that's.....that's not why I came here." She said, her whispered voice growing fainter.

"So why then?" I ask, puzzled but still angry.

"Charlie and I have been married 22 years." She said a far way look in her eyes.

I had met Charlie once or twice. He was a short, fat, humorless little guy. I didn't like him much nor could I understand why Lydia married him.

"I was a virgin when we got married." She whispered,"I've never be with anyone but Charlie. I've always wondered what it's like with another man."

Alarm bells started going off in my head. Here I was in the same position I had been the night before. Was she giving me an opening, or was she just talking? I thought about it for a few moments, then decided the best course, the safest course of action was to clarify things, just come out and ask.

"Hang on." I said holding my hand up to stop her,"I got myself in trouble last night because I mis- interpreted what was said. I don't really want to be there again. I also don't want to insult you, but I need to know what's going on here."

Lydia sat still for a long time, then looked up and for the first time that evening locked eyes with me as she said,"I want.....I want you to make love to me."

I was stunned. Of the three women I would have never guested that Lydia would be the one to ask for such a thing. But as it sunk in I could feel my cock begin to get hard at the thought of fucking this dark haired beauty.

I stared at her for a long time, then ask,"You're sure? You're very sure you want to do this? For my part I'd love to have a chance to fuck you."

As I said "fuck" I could see her cheeks turn pink and a shy smile play across her lips.

"Once we do this, there's no going back. It can't be undone. You know that right?"

Lydia nodded, her eyes still fastened to mine.

I slid over and put my finger under her chin, tilting her head up so my mouth could find her's. I leaned forward and pressed my lips to her's. She sat stiff and non-responsive for a moment, then I felt her move toward me as she began to kiss me back.

I let my hand slide down to her breast and cupped it through the dress. I could feel her nipple against my palm. I used my thumb and fore finger to gently roll and squeeze it which brought a startled gasp from her, muffled by my mouth still crushed to her's.

I pulled back and let my hand slide to the first button of her dress. I slowly began to unbutton it, one button at a time. Her eyes were fastened to my actions, watching as I slowly unbuttoned each button. As the last one came free I slowly pulled her dress open to reveal her bare breasts. They sagged just a slight bit and her nipples were erect and stood at least 3/8 of an inch tall.

I slowly pulled her dress off her shoulders until it fell down her arms. She pulled her hand from the sleeves, leaving her in only her panties and sandals. I gently pushed her back onto the bed, slipped my fingers under the band of her panties and began to work them down off her hips. She raised her ass to make it easier and within a minute I dropped her panties to the floor. I quickly unbuckled her sandals and dropped them to the floor also. She now lay before me, totally naked. I trailed my hand from her ankle up the inside of her leg, letting my fingertips side over the black tangle of her bush.

I let my hand rest on her mound as I leaned forward and took one nipple into my mouth. As I did a low moan escaped her. As I sucked her nipple I worked my finger into her bush until I felt the warm wetness of her slit. A moment later as my finger touched her clit she groaned and I felt her hips rise, her legs spread, an invitation.

I moved my mouth to hers as I continued to rub her clit. As my lips touched hers I felt hers open. I slid my tongue into her mouth as my finger slid deeper into her slit. I kissed and fingered her for quite some time. As I did I could feel her getting wetter and wetter, until my fingers were coated with her juices.

I figured it was time to taste her, see how she responded to my tongue sliding up and down her slit, in and out of hr hole, rubbing over her clit. I stood and with a few quick movements pulled off my clothes. When I was naked I climbed onto the bed between her spread legs.

"Are you going to.....get inside me now?" She ask, almost panting.

"Not yet." I replied with a grin,"I'm not passing up the chance to eat your pussy."

"You're....going to....do what?" She ask hesitantly.

"I'm going to put my mouth on your pussy and lick you."I relied.

"I've never....Charlie hasn't ever......." She stammered.

I grinned as I realized she had never had a tongue in her pussy.

"Relax. You'll love it."I replied.

I leaned down as I spread her lips with my thumbs nd slipped my tongue into her glistening slit. I licked upward until I found her clit, then gently sucked it into my mouth.

"Wha....Oh....oh....oh....m...m....my!" She groaned as I sucked her hard little nub.

I licked and fingered her pussy for the next 10 minutes. As I did her moans got louder and she pushed her hips up toward my mouth. I had two fingers buried to the knuckle inside her and was licking her clit when she let out a long high pitched squeal, then I felt her pussy pulsing accompanied by a warm wet feeling as her juices trickled down my hand.

That's what I had waited for. Quickly I moved up, put my cock head against her slippery hole and shoved it to the root inside her warm pussy. I crushed my mouth to hers as I began to hammer my cock into her. She responded by wrapping her arms around my neck, her legs around my hips and kissing me hard. It didn't take me long, several minutes and I was on the verge of cumming.

I pulled my mouth off hers and grunted,"I'm...gunna cum.....you...want me to pull out?"

"NO!" She almost screamed,"NO PLEASE NO!"

I was so close then that I couldn't have pulled out if I wanted to. A moment later my cock
throbbed, blasting rope after rope of cum deep into Lydia's warm pussy. When I was done I lay still, my cock buried inside her, enjoying the feel of her body.

After a few moments I felt her stir under me then she whispered,:"It's never been like that."

"Like what?"

"So.....good!" She replied, pulling me down so my chest rested against her firm tits.

My cock was still hard, so after a few more minutes I began slowly sliding out, then back into her.

"You...you want to do it again?" She ask in a startled whisper.

"My dear Lydia, I'll do it any time, any where as many times as I can with you. I've got you in my bed. I'm not letting you out until I'm sated."

"Oh God." She groaned as I felt her hips rise to meet my strokes,"It....it feels so good!"

An hour and a half later, after one more climax on my part and two on Lydia's, she stood at the door ready to leave.

"I...don't know if we can ever do this again." She said.

I pulled her to me, kissed her hard on the mouth, then said in a whisper,"Any time you want it, I'm ready and willing."

A moment later she stepped out the door and walked away as if in a trance.

The next morning when I saw her in the barn she gave me a huge smile. We didn't say anything to each other; we tried to interact like we always had done. I could tell that both Carol and Flora knew something was different with Lydia. But it appeared they didn't know what it was either.

Later that day I got Lydia alone in the tack room and pressed one of the spare barn door keys into her hand.

"In case you want to stop by tonight." I told her.

To my delight she stared at the key for a short time, then slowly shoved it into her pocket.
Just before closing time Lydia walked by me as I sat on a hay bale watching the girls work.

She stopped and said in a low voice,"Midnight. Sara will be asleep by then."

I grinned and nodded as she walked on. That night after everyone had gone to their trailers, I sat on my bunk watching the clock, wanting it to move faster. At 11:30 I heard a noise that sounded like a sob. I listened and heard it again. I walked slowly down the center isle, listening for the sound. As I got closer to Emily's horse Alex's stall the sound got louder. When I peeked into his stall I saw Emily sitting on the floor, her back against the wall, her arms wrapped around her knees, her body shivering each time she
let out a sob.

"Emily?" I called gently as I entered the stall,"Are you OK?"

She didn't answer so I sat down next to her and put my arm around her. She leaned against me and I could feel her body quivering as she sobbed.

After a short time she said between sobs,"He......he......told me I wasn't any...good. Tha....that I was the worst....fu....fuck he'd ever had!"

"Who? Why? What happened?" I ask confused by her statement.

"C.....Carl...my.....my.....boy.....boyfriend!"She sobbed.

"Slow down, you lost me." I said.

Over the next few minutes I got the story out of her in fits and starts. Carl, her jock boyfriend, had used her for sex, then dumped her telling her she was the worst fuck he had ever had. I let my eyes slide down over her petite body and I could see why he would want to fuck her. But I couldn't understand why he had broken up with her like her did. He had been as cruel and nasty as he could when he dumped her.

"Here now." I said holding her tight to me,"I'm sure you're going to find someone else."

"But....but not if I'm the worst fuck ever!"She howled.

"I wouldn't believe that for a minute." I replied,"Any guy would feel lucky to have sex with you. You're one very sexy little girl."

That seemed to calm her a bit. Her sobbing became less and I could feel her starting to relax.

"You....you think I'm sexy?" She said, her sobs almost gone.

"Very." I replied, then added,"But don't you tell anyone. If your mom or one of the other leaders finds out I said that I'd be in a world of trouble.".

"I...won't tell anyone. I promise." She said.

We sat still for a moment then just as I was ready remove my arm she ask in a small voice,"You don't think I'm the worse fuck ever?"

"I couldn't say for sure, but I don't believe that can be true."

Suddenly I wondered how she had gotten into the stall.

"How did you get in here anyway?" I ask.

"I...aw....I hid in the stall before you locked up." She replied.

I thought her explanation was a little strange, because I always did a walk though just after I locked up. I should have seen her then if she was in the stall. I figured she must have hidden under the hay. She was so small that she could have easily done it that way. .

"Ok, but you have to go back to your trailer now before your mom finds you missing." I said standing and pulling her to her feet.

As I stepped out of the stall I glanced at the clock and realized it was almost midnight.

"You really need to get back to your trailer." I said hurrying her to the door.

"Thank you." She said as she stepped out and headed toward the trailers.

I closed and locked the door, then headed back toward my bunk I wasn't halfway there when I heard the door open behind me. I turned to see Lydia slipping in through the partially opened door. She closed, then locked it. As she turned she spotted me and a huge smile crossed her lips.

She walked slowly up to me and stopped. I could tell she was hesitant, so I reached out and pulled her against me. As I did it was like a dam breaking, she wrapped her arms around my neck and kissed me hungrily.

When we parted I said,"My my, the shy retiring Lydia must be on hiatus."

"The shy retiring Lydia wouldn't ask you to fuck her." She said, her cheeks shining red as the fuck word came from her mouth.

"Well if you insist, I'll have to take you to my bed and see what I can do about fucking you until you're satisfied."

As I said the last word I thought I heard something that sounded like a gasp. After a moment I figured it was one of the horses. I didn't want to startle Lydia, so I didn't say anything about it.

That night was as good as the night before. I ate her to two climaxes, then fucked her to two more. Two hours later as she slipped out the door, we were both sore and sated.

The next day the fair closed at noon. The afternoon was spent cleaning barns and loading
equipment. I spotted Emily in the tack room loading saddles and stepped in to talk to her.

"How are you doing today?" I ask.

She stopped packing equipment and replied,"I'm Ok."

"Don't let him beat you down" I glanced around to make sure noone was close then said in a low voice,"Like I said, you're a very sexy young lady. You'll find another guy soon."

"Yea, if I learn how to fuck!" She said, anger edging her voice.

"You really shouldn't be using that kind of language." I replied," But Like I said, any young fella would be lucky to have sex with you."

She stood still for a moment and said,"Any young fella, or any man?"

I figured I would try to bolster her confidence so I replied,"Of course any man!"

She stared at me for a long moment then ask,"Even you?"

I was startled and relied,"I can't tell you that....."

"Just like I thought," She said between her teeth, anger oozing from her words,"tell me I'm very sexy was just a bunch of crap!"

I was caught. I could tell her what would make her feel better, or stay safe and not say anything. I decided she need an ego boost more then I needed to be safe.

"Of course me too." I said quietly,"If I had a chance I'd take you to bed and show you what sex is. You're damned sexy and if you weren't so young, I'd love to show you."

She stared at me for a moment, then a smile came to her lips.

"Unfortunately, to keep from getting my ass hung, I'll deny ever having said that if I'm ask." I said,"But I meant every word."

I turned and walked out hoping like hell she would never tell anyone about that conversation. Later that day I found myself in a stall alone with Lydia.

She glanced around to make sure no one was near and said,"Thank you."

"No need for thanks." I said,"I enjoyed it tremendously. If at any time you want to do it again you have my phone number."

Lydia laughed and said,"If I had my way, I'd be in your bed every night!"

"It's waiting for you." I replied with a grin.

That evening as I drove home, tired from the days work, all I could think of was Lydia.

A few weeks later I was sitting in my livingroom sipping a beer and watching a game when the door bell rang. When I opened the door I found Emily standing on my porch.

"Emily. What can I do for you?" I ask.

"Can I come in?" She ask.

"Sure." I replied holding he door open. As she walked passed me I noticed she was dressed in a short, tight, white mini-skirt, a tight halter top with no bra ( I could see her nipples showing through the thin material) and a pair of sandals. She looked really good and I could feel my cock stirring as I stared at her small round ass show cased by the tight material of her skirt She walked in and sat done on my couch. I took a seat on the opposite end.

"Carl is spreading a story around the school that I'm the worse fuck ever."She said without preamble.

"Really? Well I think he's full of shit!" I replied, again trying to bolster her self image, then added,"One thing before we continue, I'm not shocked you use the fuck word around me but please try not to. A young lady your age should be talking like a sailor. Ok?"

"I'll try not to use that word, but I am pissed! Besides, how would you know if he's full of shit?" She challenged me.

I sigherd and figured she was going to talk any way she wanted to, so I replied lamely,"Well I...aw....I guess I don't. I just feel he's wrong."

"I didn't hide in the stall through lockup that night." She said.

I was both startled and puzzled by her change of conversational direction.

"If you didn't hide through lockup, how did you get in?" I ask.

"I have a way to get in and out of the barn that noone else knows." She said,"I've been doing it ever since my first year in 4-H."

"How?" I ask again.

"It doesn't matter." She said,"But after I left the barn that night I saw Lydia walking toward the barn. I watched her and she let herself in. When I saw her do that I wondered why she was going in at that time of night."

I could feel a lead ball forming in my stomach as she talked. I almost knew what she was going to say next.

"I snuck back into the barn and watched you two." Emily said.

After a moment I remembered hearing a sound like a gasp, but putting it down to horse noise. It must have been Emily!

"You...watched us? For how long?" I asks, fearing the answer.

"Until she left and went back to her trailer." Emily replied.

I felt like I had been punched in the gut. I knew I was caught. I just didn't know what to do about it.

"Have you told anyone?" I ask.

"No." Emily said.

"Please don't!" I said,"She just needed some, aw....some male contact."

"It looked like she got a lot of it from you!" Emily replied with a Cheshire grin,"Two hours worth!"

"Yes we had sex, a lot of it, but she needed it. Please don't tell anyone. I'll be happy to help you with anything if you don't tell on her." I said trying to figure out how to keep this little girl quiet about me and Lydia.

"Well, I won't tell if...."She let her sentence trail off to silence.

I waited but when she didn't continue I ask,"If what?"

"If you'll teach me about sex." She finished.

Simultaneously I felt like I had been punched in the gut a second time and my cock began to grow hard at the thought of fucking this small sexy little girl. After a moment the sick feeling in my gut began to turn into anger. I was caught. I could refuse her request let her tell someone about me and Lydia, or I could take a chance and fuck her silly. Either way I was in trouble. After an instant I knew I was going to do.

I stood, pulled her to her feet, filled my hands with both her ass cheeks, picked her up and headed for my bedroom. Emily wrapped her arms around my neck and buried her face against my neck..

As I carried her toward the bedroom I heard her ask in a quavering muffled whisper,"Does this mean you're going to....teach me?"

"When you leave her little girl," I replied kicking my bedroom door open,"You're not only going to know, you're going to have been royally fucked!"

When we got to my bedroom I set her on her feet and said,"The first thing we need to do is get those clothes off you."

I hooked my fingers in the bottom of her tank top and pulled it up. As her tits pulled free of her top I grinned at the sight. They were firm, sagging just a very slight bit so her nipple pointed upward. Her areolas were pale, only a shade darker then her cream colored skin, and small, the size of a nickle. Her nipples were the same color as her areolas, but were the size of a pencil eraser.

She held her arms in the air so I could pull her top up over them. As I pulled it off her arms I stopped when it was at her wrists. I took both her wrists in my hand and held her arms extended above her head. She looked startled, but a moment later as I cupped on breast and began to gently massage it and roll her nipple between my fingers, she took her lower lip between her teeth and her startled look changed to one of anticipation.

I dropped my hand to her waist and found the button and zipper for her skirt. I worked the button loose, and unzipped her skirt. With only a small push her skirt fell to her ankles, leaving her standing in front of me in only a tiny blue thong and her sandals. I reached around her, cupped her ass and picked her up, still holding her wrists together extended above her head. Her skirt fell from her ankles and I set her back on her feet.
.
I grinned, pulled her closer, leaned forward and placed my mouth on her nipple. I felt more then heard her moan as I sucked and licked her hard little nip. For the next few minutes I alternated from one crinkled nub to the other, drawing more moans from her as I did. Finally I slipped my hand under the band of her thong and began to push it down off her hips. I worked it down her legs and when it was at her ankles I removed each sandal before I pulled her tong over her foot.

As I sucked on her nipples I put my hand on her stomach and slowly, very slowly slid it down over her flat stomach, until my fingers felt the fine hair of her pubes. A moment later my middle finger found the top of her slit. I gently parted her pussy lips with my fingertip. The warm, damp feel of the inside of her slit made my cock twitch. A second later I found the nub of her clit. I began to gently rub it, which caused her moans to grow louder and her body to tremble.

I pulled my mouth form her nipple and said, "I think you should get on the bed. I'll get my
clothes off, grab a condom and join you."

"Oh....aw.....Oh...."She moaned, then managed to say,"I've had a b...birth control shot."

I could feel my cock leaking precum against my leg as I realized I was going to get to fuck this sweet little teen bareback.

"Good." I said as I pulled her top the rest of the way off her arms and tossed it to the floor,"Get on the bed then."

She climbed onto the bed, laid on her back and watched as I stripped. I had my clothes off in no time, then climbed onto the bed. I looked down at her and the vision of her small, naked body made my cock twitch.

"You ever suck a cock?" I asked.

Her eyes were wide as she shook her head.

"Time you learned." I replied as I put my hand behind her head and slowly pulled her mouth to my cock.

"How do I...?" She started to ask.

I took hold of her hand and placed it around the base of my cock saying,"Hold it here, now slide your hand up and down the shaft....yea...just like that....now take the head into your mouth and suck on it, gently....yea like that....now take a bit more...slid your mouth up and down over my shaft....oh fuck yes! Like that....stop every so often and gently suck on the head....Oh FUCK! You're a natural....keep going.....I'm going to cum in a second....when I do swallow it and keep right on sucking....Oh Fuck...here.....it....COMES!"

I kept my hand behind her head so she couldn't pull back as my cock throbbed, blasting the first long rope of my cum into her mouth. I felt her gag, then felt her swallow as the second, then third rope filled her mouth. Finally my cock spasmed one last time and went still.

"Oh fuck! You are good!" I replied as I laid back on the bed.

"Really? I was good?" She said wiping her mouth with her arm..

"Yes you were."I told her,"I've never had a better blow job."

A small lie to make her feel good about what she had just done. To tell the truth she wasn't that bad. With a little practice she would be a great little cock sucker.

I pushed her onto her back and slid down between her legs as I said,"Your turn."

"My...turn?" She asked puzzled.

"Yea, time for me to return the favor." I said as I leaned down ans slowly ran my tongue up her tender slit.

"Oh.....Oh.....that....that....feels so good!" She gasped.

"It get's better,"I replied just before I began to suck on her clit.

I cupped her small, firm little ass in my hand as I slipped my thumb into her tight tunnel. For the next 10 minutes I licked her pussy, sucked her clit and thumb fucked her, until finally she let out a long moan and I felt her pussy contract around my thumb.

"Time to fuck." I said as I pulled my thumb out, put my cock head against her tight, slippery hole and with one long slow push buried my hard rod to my balls inside her.

As my balls bumped against her ass she moaned and spread her legs farther. She was tight, so tight I felt like she was holding my cock in a warm, wet velvet vice. I began to fuck her with long slow strokes. Gradually the speed of my thrust increased until I was slamming into her.

With each stroke her firm young tits wobbled and she gasped,"OH....OH....OH....OH....." in time to my thrusts.

I stopped, grabbed one ass cheek, put my other hand behind her head and rolled. She ended up sitting astride me still impaled on my cock.

"Wha....what do I do?" She gasped.

I took hold of her slim hips and began to slide her back and forth allowing my cock to slid in and out of her warm, tight pussy. It took her a few seconds to catch on, but she finally match my rhythm with her hips. I leaned back and let her take over. As she fucked herself on my cock, her eyes were closed, her hips were sliding to and fro and she gasped each time my cock slid into her.

I could tell she was close to another climax. I leaned forward and crushed my mouth to hers as I began to match her strokes with my own. It was only a few seconds later I felt her body tremble, then felt her pussy squeeze my cock as she came.

I let her cum, then picked her up and placed her on the bed next to me. I got up grabbed her hips and pulled her to her hands and knees. I got behind her and grinned as I saw her pussy lips hanging slightly open, swollen and wet. I put my cock against her pussy, grabbed her hips and started fucking her hard.


I fucked her like that for about five minutes before my balls grew tight and I knew I was about to cum. I pulled out, grabbed her flipped her onto her back and plunged back into her pussy. I locked my lips on hers and returned to fucking her hard. A very few seconds later my cock exploded, blasting rope after rope of cum deep into her tight teen pussy. When I was done I pulled out and collapsed next to her panting.

"Oh....my....god!" She groaned,"That was nothing like when Carl and I did it. Is it...always like that? God was that good!"

"Well sweet cheeks," I said,"Now I can say with conviction and without hesitation, Carl is full of shit!"

"I did ok?" Emily replied a look of expectation on her face.

"My goodness girl! You did more then OK. You are one of the best fucks I've ever had!"

Even with the hot, passionate sex we had just engaged in Emily's cheeks colored at my comment and she said,"Really?"

"Oh hell yes! In fact, I've decided you aren't leaving here until I have that tight little pussy of your's one...maybe two more times."

She giggled and hid her face in her arm. I grinned, grabbed her, pulled her to me and fastened my mouth on hers. I kissed her for a few moments, then began to move my lips down her cheek, over her shoulder and chest until I found her nipple. I sucked it into my mouth and gently clamped my teeth on it. She groaned and I felt her push her chest up, pushing her breast tighter against my mouth.

I sucked each nipple in turn for a few minutes, then licked my way down over her smooth flat stomach to her pussy. As my tongue slipped between hr slippery pussy lips she moaned, her hips raised toward my mouth. I knew I was going to be exhausted long before she was. I licked her to a climax, then fucked her to another. Her pussy seemed to stay as tight as it had at the beginning so it took me a lot less time to cum then usual.

After I came the second time I said,"Damn girl, you're going to exhaust me!"

She giggled and replied,"So I guess I am a good fuck then?"

"I told you, you're one of the best I've ever had, and that isn't a lie. Carl's a fucking idiot for giving you up!"

"Oh you're just saying that!" She said snuggling against me.

"No I'm not. I'd love to have you again and again and again, but I guess I'll ghave to be happy with this one time."

"Why?" She asked a note of alarm in her voice,"Can't I come back? Please?"

"You'd like to fuck again?" I asked hoping what IO had just heard her say was true.

"Yes," She replied crawling up and wrapping her arms around my neck,"That was so....cool, so good I'll come over when ever you want me to."

I grabbed her and pulled her tiny body astride my chest. I could feel her wet, warm pussy pressed against my belly and it made my poor tired cock twitch and begin to harden.

I pulled her down and kissed her hard, then as I broke away I said,"Damn! You got my poor old cock standing up again!"

"So put it some where warm and wet." She said with a grin.

I pushed her down until my semi hard cock was nestled against her slit and
said,"Sit....right....there."

She grinned and began to slide back and forth, rubbing her slit along my now hard rod.

"Put it in." I said with a grin.

She reached under her, pulled my cock up and put the head against her warm, wet hole. She wiggled her hips and pushed down with her hips as ashew worked the length of it back inside her.

When she had me all the way in I said,"Slowly this time. Make it last. I think I only have one more left in me."

She rode my cock for the next 20 minutes, pushing us both closer and closer to a climax. I came first. As my cock exploded I shoved upward, picking her knees completely off the bed. She sat impaled on my cock as it throbbed inside her. As my cock throbbed the first time I heard her groan then felt her pussy clamp down on my cock as she came with me.

15 minutes later we were both showered and standing by the door as she said,"Will you call me when you want me to come over?"

"I f I did that your phone would be ringing all the time!" I replied with a huge grin,"I think your schedule and time is tighter then mine. Why don't you call me when you can get away?"

"Ok," She replied with a smile.

She stood on tip toes and kissed me, peeked out the door to make sure it was clear, then slipped out and was gone.

I went to the living room and sat down. I didn't turn on the TV; I sat and thought about what had happened and what would happen if I got caught fucking Emily. Hard on the heels of those thoughts came the realization that I was going to fuck her when ever I got the chance, no matter how much of a chance I had of getting caught. The phone ringing interrupted my thoughts.

I answer it and Lydia's voice whispered from the other end,"Can I come over tomorrow
afternoon? I really need you again."

"Sure, what time?" I asked.

"6:00 PM?" She replied.

"See you at six." I said and then hung up.

‘This is getting complicated.' I thought, then grinned and said out loud,"But damned if I'll stop!"
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