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The next few days went by with nothing out of the ordinary.� Since I�m retired, I could be there every day to watch her walk to and from school.� One day, jeans and a long sleeve sweatshirt top.� The next warmer day, leggings and that sweater dress again.� The next warmer day, shorts and a T-shirt.� Every day she would walk by about the same time, look over at me, smile and wave.� Some mornings she would say, �Hi, Tom!.�� She was always in a hurry, cutting it close to the bell I am guessing.� But she looked cuter to me every day, and I could not get the pink polka dot panties out of my mind.

The afternoons were pretty much the same.� Since she got out of school at 3:30 PM, and her Mom came home at 4 o'clock, she had to get right home every day, so she went by quickly and waved.� I enjoyed the different outfits she wore and the different ways she would wear her hair.� I enjoyed seeing her cute little smile, and eagerly anticipated the day I would see it close up again.

Friday rolled around, and I was weeding my flower bed, not paying attention to the sidewalk.� I had on a pair of shorts and a T-shirt, and was down on my knees with my hands in the dirt.� It was about 2:30, so I did not expect her yet.

�Hi, ya, Tom!�� The voice came from right beside me.� I looked over and saw a pair of legs standing only two feet away.� I followed the legs up, and about had my eyes fall out of my head when I reached the hem of her skirt.� I could see right up underneath it!� White panties covering a little mound.� I quickly kept my eyes going upward to Nicole�s smiling face.� I was just about to stand up when she stooped down.

Actually, she bent at the knees and came down to my level, kind of sitting on her haunches.� The effect was to gather the skirt about three quarters of the way up her thighs, with the bottom of the skirt dropping down to the ground.� The way she was sitting I could not see her panties, but it was totally sexy.� She had on a halter top that tied around her neck.� It was tight on her, and accentuated her budding beasts.�� Her little nipples poking out, and I surmised she did not have a bra on.

I tore my eyes away from her body and lifted them to her face.� �You're early today!� What�s up?�

�Oh, we had an early out again.� I�ve been at the library the last two hours, but thought I�d stop by before going home since I had time.� Is that okay?�

�Of course it is!� You are always welcome.� Want to help me pull weeds?� I said with a smile.

�I�d love to, but what would the neighbors say?�� she giggled.

�Good point.� Do you want a snack?�

�Sure.��

With that she headed to the house, and I followed.� I watched her cute little skirt covered ass bounce that skirt back and forth as she walked.� Her hair was in a ponytail today and it swayed from side to side as she went up the stairs and into the house.� There were four steps up to my deck, and when she reached the top one, I could barely make out that white panty covered ass again.� Oh, how I wanted to see more.

While I washed my hands, she grabbed a snack bar and a drink of milk and headed to the living room.� She again sat in the lounge chair, opposite of me on the couch.� Her skirt was full enough that it settled between her legs, blocking my view of her crotch.

�Be careful with that milk.� We don�t have time to do wash today!�� I joked.

She laughed, � I will.�

�So, any plans for the weekend?� I was hoping she would say no, that she was going to be around all weekend with nothing to do.� I had some ideas on some things she could do!

�Well, my mom has a meeting tomorrow morning from 9 to 11, and then she was going to go shopping.� I told her I would just stay home and do my homework and watch a movie or something, and she said that was fine.� I stay home by myself a lot..� How about you?�

�Well, II expect I�ll be here doing something in the yard or around the house.� No real plans.�

�Hey, maybe I can come over!� We can finish our talk from the other day!� With that she sat got up and came over to the couch.� She sat the other end of the couch sideways.� One leg was up on the couch, crossing under her bottom.� The other leg dangled over the side of the couch.� This left her skirt flayed out in front of her, riding up her thigh quite a ways.

�Oh, did we have more to talk about?� I thought we covered it pretty well, young lady.�� My eyes were revealing me as they darted up and down her body.� I just could not keep my eyes from looking at her halter top covered breasts, or her barely covered crotch.�

Her hand went down to the leg that was bent under her and she moved it along her thigh upward.� Slowly she moved the edge of the skirt higher.� I couldn�t help but look, and I knew she could tell I was looking.� I wondered if she could see my cock growing under my shorts.� I looked up at her and noticed her eyes move quickly back to my face.� She had been looking at my crotch!� She blushed and smiled.

Then her hand moved further up, pulling the material of the skirt even higher.� I could just barely see those white panties now as they came into view.� My eyes must have bugged out of my head as her whole cute little panty covered pussy came into view.� My hand had a natural reaction and moved up to reposition my hardening member better.� Then I remembered she was looking.� Too late!

�Tom, you�re getting excited again, aren�t you?�� she said, her eyes glued to my crotch, an impish smile on her face.

�Yes, Nicole.� I am.� You'd better stop.� Don�t you need to get home?�

�Yes, I do.�� She moved her skirt back into place and jumped up off the couch.� Then she walked over to me, leaned over and gave me a kiss on the cheek again.� �I�ll see you Saturday morning!�

As she got to the door, she turned around, smiled and said, �Are you excited about Saturday morning?� I sure am!�

Dumbstruck, I just nodded, and she left.� Oh my, what was I going to do?� This little vixen had me, and Saturday looked like it was going to be a day to remember.� I needed to figure out how to play it so as not to scare her away.� I had no idea how far it would go in three hours, which is what I figured we had for time.� Only 16-1/2 hours from now, she would be back.� And she was horny!

I had a tough time sleeping Friday night, thinking about what was to come.� I wondered what she would be wearing when she came down that sidewalk.� I was hoping for the sweater dress she had on the other day, but without the leggings.� It hugged her body so tightly, the woven material pressing into her curves, accentuating her ever more womanly figure.� Her little pert breasts pushing out against the fabric, gently swelling as she breathed.� And her cute little bubble butt causing the back of the dress to rise and fall from side to side as she walked.

I was hoping for her hair to be down, not in ponytails or pigtails.� I loved the way it swished from side to side as she walked.� I wanted to see her nice straight blonde hair cascading over her shoulders, framing her innocent twelve year old face that was so adorable.� I had not noticed at this point if she wore makeup, but I was hoping she would not.� I liked that natural look of a young girls face, and hers was exceptionally smooth and clean.

Saturday morning came and I made my usual pot of coffee.� At 8:30, I headed out to the deck to sit and wait. It was a warm day, so I put on a pair of walking shorts and a button up short sleeve shirt.� My boxers underneath could barely contain my excitement, but at least it wouldn't be so apparent with the heaver shorts on.� I settled down with my coffee and waited.

When she first appeared, I my breath left me.� The first thing I noticed was the huge smile she had on her face as she looked over and waved.� It was electric.� I waved back and took notice of her outfit.� She had on a sun dress that came down about mid-thigh.� It was white with big flowers all over, and had spaghetti straps to hold it in place.� There was a slight breeze, billowing the fabric as she started up my walk.

As she got closer, I looked hard to see that there were no bra straps under the straps of her dress.� Her breasts were pressing into the fabric, and her little nipples were hard, protruding slightly under the thin material.� Her hair was just as I had hoped, flowing down over her shoulders.� The breeze caught it and flipped it slightly.

�Do you like my dress?�she asked as she started up the stairs.

�Yes, very pretty; especially on you.� Another birthday present?�� I asked, peeling my eyes away from her body to look at her face.� She did not have any makeup on that I could tell other than a hint of lipstick.

�Yes, from my mom.� She likes to buy me pretty things.� Do you think it fits me okay?�� She twirled around a couple times, and the material skirt part of her dress flowed upward as she did.� It did not come up high enough to let me see her ass, but it came tantalizingly close.�

�Yes, I think it fits perfect!�� I got up and headed into the house and she followed.� I sure did not want the neighbors seeing her out on my porch dressed like that!

She headed to the kitchen and grabbed a banana and some juice and headed to the living room as always.�� Getting there before me, she plopped down on the couch and put her glass on the end table.�� She sat with both feet on the floor, knees slightly parted.�

I headed for the lounge chair, but she stopped me. �No, Tom.� Come sit over here with me.� I want to talk more.�

I headed to the other end of the couch, and she turned to face me.� Her leg came up to rest on the couch, as the other foot remained on the ground.� This again stretched the skirt out on the couch, but did not show anything.� I assumed the same position, so we were facing each other.� She slowly peeled back the banana and took a bite out of it.� You can imagine the thought that went through my mind!

�So, Tom...� I got you excited two days now.� How did I do that?� Is it hormones?�� It was a serious question, not just a flippant remark.� She continued to eat her banana as I tried to explain.

�Well, it�s like this.� Boys, and men, like to see a girl�s body.� There is something about the different parts of a woman that make a man want to see them and touch them.� Her breasts and crotch are totally different, and that makes them attractive.� When a man or boy thinks about seeing or touching these areas, his hormones cause blood to rush to his penis, and it gets harder and bigger.�

She finished the banana and put the peel down.� �So, when I move my skirt higher on my thigh, you think about seeing my vagina, and it makes you grow? �� She started to move her hand down to her thigh again, this time placing it on her knee.� She slowly started moving her hand up her leg and when it reached the fabric of her dress, it kept going, pulling the fabric with it.� �Does this make you excited?�

I was looking down at her leg, and when she asked the question, I looked into her eyes.� �Yes, it does.� But, the more important question is does it get you excited?�

�Her hand stopped just short of exposing her panties.� The dress was bunched up right in her crotch area, all the way to the top of her thighs.� It was so sexy.� She looked at me quizzically.

�How would I know?� I mean, I feel kind of tingly doing this, but a good kind of tingly.� Does that mean I am excited?�

�I think so, Nicole.� I have to admit that you look very sexy this morning.� I also have to admit that I am a little worried about this going too far.� I am an old man, and you are just a very young girl.� This could mean a lot of trouble for me.�

�Oh, Tom.� I would never tell anybody about all this.� You are teaching me things my mom won�t talk about.� I want to know about boys and girls.� You are a kind man, and I am thankful.� I wouldn�t do anything to hurt you.�� With that, she moved her hand down to her skirt again and moved it a little further up, exposing the very bottom of her crotch.�

I saw very quickly that she had on those pink polka dot panties again.� Her fingers moved the fabric up high enough that I could see her mound completely.� It was beautifully shaped under the panties, pulled tight across the front.�� Could not make out the folds of her little girls pussy lips, and wanted so badly to just rip them off.�

�What happens when you get more excited?� she asked.� I heard a little breathlessness in her voice this time. She was getting turned on as well.

�My sweet little Nicole.� That depends on how far we want to go!� Sometimes, it starts with kissing, then touching, then more.� Other times, it involves our mouths more.� Other times, our whole bodies can get involved.� Right now, I would call t arousal.� You are making my hormones wake up.�

�Wow, really?� You like this?�� I nodded my head.�

Then I asked her, �Do you ever touch yourself down there?�

She looked right at me.� �You mean my... private area?"� She was blushing again. But then she answered, "Yes, sometimes.� It feels weird when I do, like it takes my breath away sometimes.�

Gambling it all, I asked, �Why don�t you touch yourself now?�

I half expected her to bolt from the room, but she didn't.� Instead and without speaking, she moved her hand slowly over to her mound.� I could feel her take in a deep breath when she did.� She moved her fingers across the front of her panties, lightly touching the fabric and causing her breath to quicken.� �Wow, it never felt like that before.� I feel almost heavenly.�� Her hand pressed in a little harder as she arched her back a little, exposing more of her panties.� I was enjoying watching, my cock growing harder every second in my shorts.

Emboldened, I asked her, �Can you move the fabric aside and put your finger inside your vagina?� That will feel even better.�� Once I'd said it, I thought I had certainly gone to far, but she took the leg hole of her panties and moved it over, exposing those peach fuzz covered lips to my eyes.� Her pussy was lovely, what I could see of it.� She took her index finger and pushed it inside her lips, causing her to arch her back even more.

She was looking right at me with glassy eyes as I reached inside my shorts to straighten out my fully erect member.�

�Rub your finger in and out of your vagina, Nicole," I told her and she started to rub, paying no attention to me and my actions.� I watched as her index finger went in and out of her cunt, her panties to one side, her breathing getting heavier and heavier.� After several minutes it happened.� She stopped for a second, shuddered and let out a sigh.� Her whole body relaxed.

�What was that?� she breathlessly said wide eyed.

�That was an orgasm.� Is that the first time you have had one?�

�Yes.� I never felt anything like that before.� It was amazing!� Is that what happens when you get overly excited?�� She moved her hand back out of her skirt and smoothed it over.

�Oh, yes, and so much more, my dear.� So much more.�

�Did that get you excited too?�� she asked, dead serious.� She looked in my eyes, and then down to my crotch.� �I don�t see anything.�

I reached out and took her hand.� I moved her hand slowly over to my lap and placed it on top of my hard member, pressing it down.� Her eyes got real big and she gasped. �Wow, you are hard.� I must have gotten you real excited!�

�You have no idea how much you get me excited, young lady.� We also call that �turned on� because it turns the hormones on inside us.�

�Do you have orgasms too?�� These questions were just what I had hoped for when I had thought about this day.� It was perfect!

�Yes, I do, but I enjoy having help with my orgasm.�

�Can I help?� It was sincere question, asked enthusiastically with a smile!

�That would be delightful.� Are you sure you want to?�

�Oh, yes.� I�m sure,� she said nodding her head up and down.� She had the look of a lion ready to pounce on its prey.� She was more than ready for anything I suggested at this point.� And I knew exactly what I wanted.

�Okay.� Let me explain a little first.� Men, and boys, like to see and feel things while they are having an orgasm.� They also like to be touched while they are getting more excited.� And when they have an orgasm, it�s kind of like stuff coming out of a water hose.� Stuff will come out of my penis and spurt in the air.�

�WOW!� That must be so cool!� How can I help?�

I reached over and took the straps of her dress, and moved them slowly off her shoulders.�

�What are you doing?� she asked.

�Remember I said men like to see things?�� She nodded.� �Well, right now, there is nothing I would like to see more than your breasts.� May I?�

Blushing a bright red she agreed, �Um, Okay.� No one has ever seen them before, except my mom.�

�Oh, honey, I will cherish them.�� I moved the straps down her arms and her pert little breasts came into view.� They were perfect.� They couldn�t have been more than an small B cup, nice and firm, with small aureoles surrounding the nipples.� Her nipples were small, but erect, as the fabric was removed from them.� I slipped the straps out over her hands, and the top of the dress fell to her waist.

Then I reached over and took her hand again. �Now, here�s what I want you to do to help me.� I am going to enjoy your perfect little breasts while you unbutton my pants, unzip my fly and pull down my pants and underpants.� Then you can take what you find in there and wrap your hand around it and start going up and down.� Can you do that?�

�I think so.� I'll try and do a good job, Tom.�� She reached over with both hands and started to unbutton my shorts while I just watched her sweet little tits sit atop her chest.� Her sweet little titties were so gorgeous.� I reached out and put my fingers gently on her left tit, and she looked up at me and smiled.� As my finger tips trailed over her tit and nipple, her hands slowly moved the zipper down on my shorts and she could now see my erect cock under my briefs.� I kept playing with her breasts knowing she would have to move away soon to get my shorts off.

� I need to move to get your shorts off, Tom.� Is that okay?�

�Honey, you do whatever you want right now.� You know what I need.�

She got up off the couch and knelt at my feet.� Then she put her hands in the waistband of my shorts and briefs, and slowly started to move them down over my hips.� Her eyes were wide as she focused on my dick.� She saw the fabric of my shorts get caught on my dick, and she reached up and grabbed the waistband, pulling it up and over.� When my cock came into view, she gasped and kept moving the shorts down my legs.� I had my eyes latched on to her bare chest, heaving with excitement.

She pulled the shorts off my feet and then sat up on her knees.� Her beautiful breasts were jutting out and I reached out and cupped them in my palms.� She leaned forward and took hold of my cock with one hand.� Her little fingers encircled it, and she started to pump me up and down, holding me tightly.� Her eyes were big, and occasionally she would look up at me and smile.

Then she took her other hand and picked up my sack. �What�s this?� she asked as she continued to pump my rod.

�Those are called testicles, or balls.� That is where the semen or seeds are made.�

�Does it help if I play with them too?�

�Yes, it does, but don�t squeeze too hard.� You can squeeze my penis harder, but not my balls.�

�Okay," she said as she returned to focus to my now engorged cock, "this is fun!�

There, kneeling between my legs was a gorgeous twelve year old blonde headed girl, naked from the waist up and pumping my dick.� She was staring intently at my cock as she pumped it. Every once in a while she would look up at me and smile. Her little tits were jiggling as she ran her hands up and down my shaft.� Her other hand gently kneaded my balls in a most childish way.�

It was more than I could take.� I was ready to explode, and I told her that any second I would shoot stuff all over.� Her eyes got real big and she rubbed my cock harder and faster until I erupted.� I swear my cum hit the ceiling.� A dollop came down and landed in her hair, the rest splattered across my shirt and abdomen.

She didn�t stop pumping, and I had to tell her to slow down, and stop.� She watched as my cock softened, her eyes as big as saucers.� She looked around and exclaimed, �That was amazing!�

�Yes, dear, it sure was!" I gasped.� "Do me a favor, sweetheart, run in the bathroom and get a towel so I can clean up.�

�Sure!�� She was so excited, she didn�t even think about her straps being off her shoulders, and as she got up, her dress fell to the floor.� She stood there with her mouth open and looked at me, standing in just those pink polka dot panties.� She started to pick it up, but I placed my foot on it.� She made no complaint and stepped out of the dress.� I could see the gentle curve of her waist as she turned to go into the bathroom and grab a towel.�� I watched her as she walked back, her pretty pre-teen body in all its glory, those little pink polka dot panties clinging to her waist.� They pulled tight across her pussy mound as she knelt back down and started to wipe up my cum.

She finished wiping every drop, then looked up at me and smiled.� Oh, how beautiful and innocent she was.� Her long blonde hair was a little messed up, but it was still a sight to behold.� Just a few inches from her chin was my now flaccid cock.� Seeing her behind it, and so close like that, made me yearn for more.�

�That was so cool," she remarked. "Can I do it again?� She reached up and took my now soft cock in her little fingers. I left her play with my flaccid organ for several minutes as I tried to telepathically suggest to her to take it into her mouth.� She didn't.� Then I wondered how she would react if I peeled off those panties.� Peel them off and...

My better angel had me look at the clock, and it was 11:30 AM.� Knowing I needed to stop now, I said,��� �Oh, sweetheart.� What time do you have to be home?�

�Well, my mom sad she would probably be home by 1 o'clock," she said still playing with my dick, "and I need to be there when she gets there.�

I wanted to take her to my bed and fuck her cross eyed, but I also figured we'd gone far enough for one day.� �Oh, dear.� How I want to do more, but I think you better get home.� I�ll bet you need to change clothes before your mom gets home.� She didn�t know you were wearing such sexy clothes did she?�

Releasing my still soft cock, she bowed her head replying,� �Well, no.� I kinda changed after she left.� I wanted to look pretty for you.��

�Oh, darling... you did very good.� You got me very excited.� Even when I first saw you in that pretty little dress, I got excited.�

�Oh, I�m so glad, Tom,� she gushed brightly.� She got up and sat right in my lap.� With only her panties on, this was quite a temptation, but I had to get her home.� I wanted more chances, and I didn�t know how her mom would react if she saw her in these clothes, and if she found out she had left the house.� She put her arms around my neck and kissed me on the cheek.

�Now, Nicole, we have to stop for today.� I hope we can get together again, soon.� Now, sweet girl, get dressed, please.�

She pouted as she stood up.� She turned and stood in front of me, and moved her hand down her belly to the waistband of her panties.� Then her hand went down inside her panties, and I could see her rubbing herself as she looked at me. �Do I really have to go, Tom?� I am having so much fun!�� I watched as I made out her finger going into her little pussy lips.� The temptation to rip those panties off and do her right then on the floor was strong, but I leaned over and picked up the dress.

�Yes, Nicole.� Believe me, I would love to have more fun, but I want to make sure we have another chance.� You really need to get dressed, honey,� and go before I can�t say no.� I promise... next time will be even better!� But, if you don�t go, there may not be a next time.�

With that, she pouted again and pulled her hand out of her panties.� She reached out and took the dress from me. �Well, okay.� As long as you promise we can do more later.��

"I promise, sweet girl, I promise."

She leaned over to step into the dress, and her little titties hung low as she slowly pulled the dress up.� I watched as it covered her panties, and then her breasts.� She put her arms through the straps and was all put back together again.� She looked at me questioningly. �You really like this dress?�

�Yes, I do.�

�I have more that are kind of like this.� I like it too.�� She headed for the door.

I got up and walked behind her to the door, still naked below the waist.� When we got there, I turned her around by the shoulders.� Then I put my arms around her waist and pulled her to me.� I leaned my head down, and put my lips on hers.� She gave me a little girl�s kiss back, not really knowing what to do.� It was heavenly.

�Try to pout just a little and soften your lips," I told her, "and let�s try again...� Softly.�� She put her arms around my neck and leaned up to me.�� I bent down and slowly put my lips against her pouting mouth.� This time, she was soft and pliable, and I kissed her with passion.� My hands rubbed her back and down across her buttocks and back up under her dress to caress her cute butt as we kissed.� I could feel her breathing quicken as we held onto that kiss for almost 30 seconds.� When I pulled away, she just stood there, her lips puckered, her eyes closed.

�Until next time, my love,�� I said as I opened the door, carefully concealing my partial nudity to any prying eyes.

�You love me?� Really?�

�Oh, yes, Nicole.� I love you very much. How could I not love you?�

�I love you too, Tom.�� I hope we can get together again... soon!��

As she started down the steps, and I earnestly replied, "Me too, sweetheart. Me too."

As she walked out of sight, I started planning our next session together.� I was hoping it would be sooner rather than later.