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Kelly Willis knocked on the door of the palatial home owned by John and Margaret Sinclair, having taken the bus from her home. She had been asked to babysit their two young children that evening while they went out to a party, and she had readily agreed. This was her chance to begin putting her plan into action.

The door was answered by Mr. Sinclair, in a tux. He was a tall, well-built man in his early 40’s. “Hi!” said Kelly, smiling brightly. The rise of her perky nipples was obvious through her top as she stood there in the cool, foggy air of the evening.

“Hi, Kelly,” he replied, his eyes drifting up and down the young teenager’s cute body. She wasn’t even wearing a bra, that much was clearly evident. God, what a sexy little minx, he thought to himself. It wasn’t the first time he had noticed Gerald and Samantha Willis’ daughter. For months, now, he had been watching Kelly as she started to blossom into adolescence, indulging in more than a few idle sexual fantasies about the nubile girl. She had spent more than one afternoon by their pool, in her skimpy little swimsuits, in addition to her occasional housekeeping and babysitting duties. And he was keenly aware that she was rapidly turning into a younger, slimmer version of her sexy, voluptuous mom. “Come on in,” he said finally, his cock stirring in his pants.

Kelly walked through the door, conscious of Mr. Sinclair clandestinely checking out her pert ass in her tight cut-offs. Just as he looked up, Margaret came down the stairs, looking at Kelly disapprovingly. “Ah, there you are, Kelly. The kids have been fed, all you have to do is make sure they get to bed. Help yourself to whatever you can find in the fridge.”

“Thanks, Mrs. Sinclair,” said Kelly. “Ummm, listen, do you think Mr. Sinclair could give me a ride home when you get back? It’ll be pretty late to take the bus.”

Mr. Sinclair tried to conceal his interest in this turn in the conversation, but Kelly could tell from his expression that he wasn’t at all averse to an opportunity to be alone with her. Margeret, however, was even more disapproving of the proposal than she was of Kelly’s sexy outfit.

“I don’t know, Kelly…you should have made arrangements for your mom to come and get you.”

“She’s working late, Mrs. Sinclair,” said Kelly. “She’s got a second job, now.” Let the snooty bitch feel guilty, she thought to herself.

“No, no, it’s all right, Margaret,” said Mr. Sinclair. “The buses don’t even run that late. I’ll be happy to drive her home.”

Margaret sighed. “All right, Kelly. We should be back around midnight. And remember, I don’t want any boyfriends here, understood?”

“Sure, Mrs. Sinclair. I’ll just read and watch TV.”

The couple turned to leave, Margaret fixing Kelly with one last stern glance, and then went out the door.

The children were well-behaved, for once, and she managed to get them put to bed and asleep by nine o’clock. After that, she watched television for awhile. Having worked there as a maid a few times, she knew where Mr. Sinclair kept a few porn DVD’s hidden. She selected one entitled “Young and Tender” and plugged it into the player, turning the volume down so as not to awaken the kids. She was always anxious to learn as much as she could about sex, and this was a great opportunity. The movie involved a series of vignettes with older men and young girls, girls that looked no older than Kelly, having sex in every way imaginable. She watched with growing arousal, wanting more than anything else to unbutton her cut-offs so that she could touch herself. Finally, figuring she would have time to button up if she heard either of the kids coming down the stairs, she undid the button and slid the zipper down. She was wet, she knew.

Although she wasn’t very experienced yet sexually, Kelly had lost her virginity a month before her parents’ divorce, to the tennis pro at her stepfather’s golf club. He had been a good teacher, as it turned out, coaching her about much more than two-handed backhands and footwork. As a result, Kelly felt increasingly confident regarding her abilities as a seductress, despite her young age. She would need those skills tonight. As she watched the movie excitedly, her fingers slipping down beneath her tiny thong and gently rubbing herself, she thought of the scene that she hoped would soon be unfolding between herself and Mr. Sinclair.

After watching the entire movie and part of a second one, she saw the lights of the Sinclair’s car as it pulled into the driveway. Quickly she buttoned her cut-offs and put away the DVD’s, turned off the TV, and was curled up on the couch with a book by the time the couple came through the door.

“Hi, Kelly,” said Margaret. “Is everything okay?”

“Oh, yes, Mrs. Sinclair,” said Kelly, smiling sweetly. “The kids were great. They’ve been asleep for hours.”

“Good. Thanks for helping out, Kelly. Here, let me write you out a check.”

She handed Kelly a check, and she put it in her bag. “Thanks, Mrs. Sinclair.”

“Okay, Kelly, better get you home,” said Mr. Sinclair. “It’s late.”

She smiled coquettishly at him, precipitating another frown from Mrs. Sinclair. “Okay! See you, Mrs. Sinclair.”

“Bye, Kelly,’ said Margaret. She frowned at her husband. “Hurry back, John.”

“Will do,” said John over his shoulder, leading Kelly out to their plush Lexus.

He opened the passenger door for Kelly and she slid on to the seat, enjoying the feel of the leather upholstery. Mr. Sinclair walked around and got in the other side, starting the engine.

“Mmmmm, the leather feels nice on my skin,” said Kelly, raising her arms over her head, arching her back and stretching, causing her breasts to strain against her form-fitting baby-T.

John Sinclair watched as she stretched, her perky nipples plainly visible under the thin top. Then, fighting his impulses, he backed out of the driveway and drove off toward her home.

“I can’t believe how much you’ve grown lately, Kelly,” he said as he drove, glancing at her from time to time in the darkness. “You’re becoming a very attractive young lady.”

“Thanks, Mr. Sinclair,” she said, smiling. Then she looked down at her breasts. “The other kids kind of tease me about my titties. My mom says they’re as big as hers were at my age. You think I’ll be like her?”

John felt his cock lengthen and thicken beneath his tux pants and boxer shorts. God, what a little flirt! “Kelly, your mom is a beautiful woman, and if your breasts turn out like hers when you’re older, you’ll be a very lucky girl.”

Kelly giggled. “Guys in school are always trying to touch them. They’re so stupid.”

“Guys your age don’t know very much about girls, Kelly. Or about sex.”

“They don’t know anything. Always fumbling around, trying to feel me up, slobbering all over me. I hate them.”

“Well, I can understand why they’d want to do that, with a girl as sexy as you.around,” said John, his cock throbbing insistently in his pants. He didn’t know where this was headed, but his imagination was conjuring up wonderful possibilities.

“Do you really think I’m sexy, Mr. Sinclair?”

“Very sexy, Kelly.”

She turned her body toward him, shifting over closer to him on the seat. “You know, Mr. Sinclair, I’ve always wanted to spend more time with you. You know…..alone.” Her hand crept over and touched his leg. “I was glad you said you’d take me home tonight.”

“Why do you say that, Kelly?” said John, conscious of her fingers only a few scant inches from his stiff cock.

“Well…because you’re a grown man. I mean…you could teach me things.” Her fingers slid just a little higher, and lightly squeezed his leg. “You know, about….sex. I’ll bet you’re not as clumsy as those kids!”

“Have you ever had sex with anyone, Kelly?” asked John.

Kelly had rehearsed her answer in her mind. She wanted him to think she was an inexperienced sexual novice, a virgin. “No, Mr. Sinclair. But I really want to learn.” Her fingers were tantalizingly close to his cock.

It was too much to resist. This girl was channeling every red-blooded man’s hottest fantasy. Seeing a dark place to park, John slowed the car and brought it to a stop by the curb. He turned to face Kelly.

“Kelly, have you ever seen a man’s penis?” he asked.

“Nooooooo. Well, once I saw my step-dad in the shower. That’s all.”

“Would you like to see one?”

Kelly’s eyes widened. “Wow! That would be so cool! Would you, Mr. Sinclair?”

“Okay, but we’re going to have to hurry, Kelly. We don’t want Mrs. Sinclair to get worried, or suspicious. And you can’t tell a soul about this. Promise?”

“I promise, Mr. Sinclair.”

John undid the clasp on his tux pants and unzipped them, sliding his pants and shorts down to his ankles. His cock was erect and throbbing. Kelly gazed at it, fascinated. In truth, it was only the third cock she had ever seen, and none of them had been this big.

“Wow…” she murmured. “It’s so big, Mr. Sinclair! Can I…..can I….touch it?”

“Yes, you can touch it, Kelly. But first, since you get to look at my cock, I think I should get to see your titties, too. Don’t you think that’s fair?”

“Sure, Mr. Sinclair,” she said. “All you ever had to do was ask.” She reached up and quickly pulled her top over her head, revealing her firm young breasts.

“Mmmmm, they’re every bit as beautiful as I thought they would be, Kelly,” said John, reaching over and nudging one taut nipple with the back of his knuckle.

“That feels nice, Mr. Sinclair,” whispered Kelly, moving still closer to where he sat. Tentatively, her hand reached over between his legs, and she touched his cock with the tips of her fingers. “God, it’s so big and hard! Is it always like that?”

“No, Kelly,” he said, still fondling her nipple. “It’s like your nipples. You know how they get stiff like this when you get excited?”

“Yes…I get excited when you touch them.”

“Well, a man’s cock is like that, too. When it’s hard, like it is now, it means I’m excited. You made me that way, Kelly.”

“Mmmmmm….” said Kelly, sliding her fingers around it. “I can’t even reach all the way around it.”

“Kelly, sweetie, I want you to move your fingers slowly up and down it, you know, moving the loose outer skin.” His hands fondled and caressed Kelly’s marvelous breasts, squeezing them a little, feeling her nipples pressing eagerly against his palm.

“Like this, Mr. Sinclair?” she asked, slowly stroking his cock.

“Ohhh, yes, just like that. Keep doing that.”

“Mr. Sinclair?”

“Yes, Kelly?”

“Could I….could I…do you think I could lick it a little?”

“Ohhh, Kelly, you’re such a good girl. Be my guest. Just lick it like you would an ice cream cone.”

Kelly moved her head down between his legs, holding his cock at the base with her fingers. Tentatively, she extended her tongue and touched his penis. Then she began to lick the head experimentally, lapping all around it.

“Ahhhhhhhhh, Kelly, that feels so good…” he whispered. “Lick all around it, sweetheart. Just tease it with your tongue. Get it all wet.”

“Why do you want it to be all wet,” asked Kelly innocently, loving the role she was playing while caressing the sensitive ridge of flesh with the side of her tongue.

“Because then you can take it in your mouth, honey. When you have sex, it’s good for everything to be really wet and slippery.”

“You mean, like when my pussy gets wet, Mr. Sinclair?”

John moaned inwardly, Kelly’s words driving him almost as insane as her caressing tongue. “You’re pussy gets wet so that it’ll be ready when a man puts his penis inside you, Kelly.”

“Mmmmmm, it’s really wet now, Mr. Sinclair.”

God help me! he thought. “We’ll have to save that for next time, Kelly. We don’t have enough time tonight. Right now, I want you to take my cock in your mouth. Don’t touch it with your teeth, okay?”

“Okay. I’ll try,” said Kelly. She kissed the tip of his cock with her lips, and then let them part, sliding slowly down over the crown. She was careful not to touch him with her teeth as her lips slid down the shaft. Then she moved back up, her lips pursed tightly as they slid back over the head. She looked up for approval.

“Am I doing it right, Mr. Sinclair?”

“You did it perfect, Kelly. But you have to keep doing it. Take it in your mouth, and move up and down on it, nice and slow.”

“Okay!” she said eagerly. She bent forward and once again engulfed him in her mouth. This time her head began to bob, sucking him in a slow, tantalizing rhythm. In truth, she had learned quite a bit about sucking cock from her tennis instructor the two times she had done this for him, but she wanted Mr. Sinclair to believe that she was totally inexperienced.

“Ohhhhhh, my god, Kelly, you’re doing that so good!” he moaned. “Suck it just like that, honey.”

Her head slowly bobbed as she slurped on his cock, her mouth flooded with saliva. Her bare breast pressed against his leg as she made love to his penis.

This was too good to be true, thought John as the young teen nursed on his aching cock. He was in his car with his gorgeous babysitter, driving her home, and she was sucking his cock, the first one she had ever had in her mouth. “Kelly, unbutton your shorts. I want to touch you.”

Without taking his cock from her mouth, Kelly reached down and undid her shorts, sliding the zipper down. Quickly, she resumed her patient sucking of his cock. John reached down between her legs and slid his fingers beneath her skimpy thong, easing between the almost hairless folds of her pussy. As she had said, she was wet. Very wet.

“Mmmmmmm…” murmured Kelly, her lips sliding up and down the wet shaft of his cock.

“Kelly, I want you to play with my balls while you suck on me. Be really gentle, because they’re sensitive.”

Kelly reached up with her right hand and slid it between his legs, lightly caressing his balls with just her fingernails.

“Ohhh, god, honey, that’s perfect. You’re gonna make me come soon.”

Kelly paused and raised her head for a moment. “Come?” she asked, looking up at him questioningly.

Just hearing her repeat the word almost made him lose it. “Yes, Kelly. When a man reaches his climax during sex, he shoots out a thick fluid, called semen, or come.”

“Do you want to do that?” said Kelly, here eyes wide.

“Oh yes!” said John, agonizing. She bent her head and sucked him back in her mouth again, and then lifted her head again.

“What do I do when it shoots out?”

“Just let it spurt into your mouth, honey. When I’m done coming, you can swallow it. I promise, it doesn’t taste bad. And men will love you for doing it.”

She looked up at him, wrinkling her nose. “Will I like it?” she asked.

“I’ll let you decide, sweetheart. Just try it once, okay? Keep it all in your mouth, and then swallow it when I tell you.”

“Okay, Mr. Sinclair.” Once again, she lowered her head and engulfed him in her mouth, sucking him in earnest now, her fingers still lightly teasing his taut balls.

“Ohhh, yeah, just like that, honey,” he said, feeling his orgasm gathering in his balls. He rubbed her tiny clit gently with his fingertip, spreading her wetness over it. “Just a little more…”

Kelly sucked harder, sensing that he was getting close. His thighs trembled as he neared his climax, and his balls drew up taut against the base of his cock.

“Ohhh, jeeezus, suck it hard, honey! I’m COMING!!!!! UUUUUNNNNHHHHH!!!!” groaned Sinclair, his balls going numb as a huge burst of come raced up the shaft of his cock and erupted into her mouth. He was glad he had told her what to expect, because now her lips were clinging tightly to the shaft of his cock, moving up and down as spurt after spurt of come flooded her mouth.

“Mmmmmm……mmmmmmm….” Kelly moaned happily as his torrent of come filled her mouth almost to overflowing. Her fingers squeezed his balls gently as he pumped a seemingly endless amount of semen into her welcoming mouth, her tongue gently caressing the underside of his cock.

At last, he was done, the last ooze of sperm emerging from the tip of his cock onto the flat of her tongue. She held him in her mouth for a little longer, and then slowly slid her lips up over the flared, sensitive head. He groaned as she released him and raised her head, gazing at him.

“Now, sweetheart…now you can swallow it.” He watched her, awestruck, as she gathered his come and let it slide down her throat.

Finally, she let her lips part, and smiled at him. “Did I do it okay?”

“Kelly, you did it perfect,” he said, raising his hand and bringing the side of his finger to her pouty lower lip, gathering a stray gob of semen from it. Obediently, she licked the fluid from his finger. Then he bent down and kissed her on her wet lips. Her tongue slipped forward to meet his, and he could taste his semen as their tongues caressed. After a moment, he drew away, suddenly aware of the passing of time.

“Thank you, Mr. Sinclair. That was really sexy. Maybe next time you can teach me some more things. I really liked your fingers rubbing my pussy.”

“Ohhh, I’d love to teach you more things, sweetheart. Now, remember, not a word of this to anyone. We better get you home fast, I’ve already been gone way too long.” He was already pulling up his shorts and tux pants.

“Okay, Mr. Sinclair,” she said, smiling. She struggled into her tight shorts and top as he drove away, giving him directions on where to turn. In a few minutes, they were at her apartment building, and Kelly got out of the car and leaned in the window. “Goodnight!”

“Goodnight, Kelly. And….thank you.”

“Mmmm, you’re welcome. Bye!”

He drove away, and she watched as his taillights receded in the distance. “That’s one,” she said to herself, still tasting his come on her tongue. She turned and walked into the building. She let herself in with her key, went to her room and undressed. Before she fell asleep, she wrote a long entry in her diary, and then locked it and put it away.

James Dylan DeanReport

2017-04-01 03:18:27
Step # 1, can't wait to see what # 2 will be.

Anonymous readerReport

2016-09-03 19:39:13
Hot, hot & HOTTER! Thanks

Anonymous readerReport

2014-01-15 18:24:37
Wish i "knew" you when you were 13 LiL Kim!


2007-04-02 01:37:24
i think its more fun to cum all over their face then let them rub my cock in it and lick it all off


2007-03-19 18:46:12
kellys gonna get fuuuckeed!!!!!!!!!!! by mr sinclair

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