Note: This story was dynamically reformatted for online reading convenience.
 
 I was thirteen years old the first time I saw a man naked.  My crack whore
of a mother came home one night and I could see she needed a fix bad.  She
was shivering and scratching at her arms hard enough to draw blood.

   She came over and sat next to me on the sofa and gave me a smile.  I
called that smile the I-want-something smile.

   "Honey, I need you to do something for me," she said.

   "What?" I asked, knowing it was going to be something I wouldn't want to
do.

   "You know Mommy's friend Paulie?"

   "Yes," I said not even trying to hide the disgust in my voice.  Paulie
was my mother's dealer and he was as sick as they got.  A year ago my
mother didn't have enough money for a fix so Paulie had made a trade with
her.  He'd give her a freebie if she'd take some pictures of me for him.

   My mother, being the self-centered bitch she was, agreed and came home
and convinced me to go along with her.  I'd had to dress up in revealing
outfits and lingerie Paulie had sent home with her the first time.  Then
he'd promised my mother more freebies if she could get me to pose naked.

   I'd told her no and had to go through a week of being screamed at, cried
on, begged, and ignored until I finally gave in to just make her shut up.
It had been gross being naked like that and having to pose for my mother.

   But, at the same time, I'd never felt so good.  I hated to admit it but
there were times when I'd been enjoying myself and completely let go and
forgotten it was my mother taking the pictures of me.

   Now she wanted more and I was both afraid and anxious to know what her
favor was.

   "Well," she said, "Paulie wants and extra special favor.  If you help me
with this favor, Paulie's going to take very good care of both of us."

   "Will you just tell me what he wants?" I asked her, knowing it was going
to be bad from the way she was dragging it out.

   "Paulie wants me to bring you over to his place.  He wants to see you in
person," she said.

   My heart began to race.  I knew how much of me he was going to want to
see in person too.

   I shook my head and said, "No way, Mom.  I'm not doing it."

   "Baby, please," she begged.  "He said he'll take care of us real good if
you do this."

   "Right," I snapped.  "He'll give you some free drugs while he checks out
your naked daughter.  Great deal, Mom."

   "He said he'd pay you.  He said he'd give the money to you and I wasn't
allowed to touch it or he'd cut me off," she said.

   That made me stop for a second.  He was going to give me the money and
not her.  With the way my mom went through drugs we never had money but
this could change that.  He'd pay me and I could go out and get some new
clothes instead of stuff I got at the second hand store.  Maybe I could
actually get some real makeup and stuff.

   I looked at my mother and thought.  Depending on how much it was, maybe
I'd have enough to run away for a couple of days.  I had a few friends who
were old enough to get hotel rooms.  One of them could check me in and I
could pretend I was free for a few days.  It wasn't like my mother would
notice!

   "How much is he going to pay?" I asked.

   "Five hundred dollars," she said.

   I felt my jaw drop.  Five hundred bucks?  Hell, with that kind of money,
I might be able to run away for a lot longer than a few days.

   I thought about it for a minute and asked, "He's just going to look,
right?  He's not going to touch."

   "That's right," she agreed.  "He just wants to see you in person."

   She'd answered too fast.  That meant she might be lying.  Would I let
him touch me if he wanted to?  If I did it meant five hundred bucks and a
possible escape from my mother.

   I sighed and said, "Alright, I'll do it."

   I'd feel dirty.  I'd be a whore but, if it meant getting away from my
mother, it was worth it.



   *****



   While my mother called Paulie, I took a quick shower and got dressed. 
I'd thought about putting on a sweater and some sweatpants to try to not
look sexy but I knew that wasn't what Paulie wanted.

   I had a blue and white sundress that was just a little too small on me.
The bottom barely came down to mid-thigh and showed off my legs.  I thought
my legs were my best asset.  I swam a lot and they had just the right
amount of muscle and definition to me.

   The fabric was tight across my chest and you could see a lot of my
cleavage.  Well, as much cleavage as my B cup breasts had to offer.

   I thought about pulling my hair back into a ponytail but Mom had told me
Paulie liked it framing my face.  He said the brown of my hair set off the
blue of my eyes.  Considering the pictures he had of me, I was surprised he
knew I had eyes at all.

   I snuck into my mom's room while she was on the phone and used a little
of her makeup to hide a couple of blemishes and pimples on my face.  I
hurried and didn't do the best job but I thought it would be good enough.

   When I was as ready as I thought I could be, I went into the front room.

   "I'm ready," I said.

   My mother was scratching at her arms badly now.  She hadn't been this
bad in a while.  I wondered if Paulie had been holding out on her to get
her to agree to this.

   Nah.  She'd probably just been too broke to pay.  It was more likely
she'd suggested this idea to Paulie to get her free fix.

   We went out and got in the car.  The ride over to Paulie's was a
nightmare for me.  Between my nervousness about what was going to happen
and my mother driving like a bat out of hell to get over to Paulie's place,
I thought my heart was going to hammer its way right out of my chest.

   Somehow we made it alive and I followed her up to Paulie's apartment. 
This was the first time I'd ever been over here and I was surprised at how
nice of a place it was.  I was expecting some craphole that was falling
apart.  Instead I found a nicely maintained lawn and trees all over the
complex.

   Mom knocked on the door and Paulie let us in.  I felt his eyes slide
over me as I walked in and crossed my arms over my breasts to try and hide
from him.

   "Hi, Lizzi," he said.  "It's been a while since I've seen you.  You're
turning into a beautiful young woman."

   "Thank you," I said.

   "Have a seat," he said.

   He walked over to a leather recliner and dropped into it while my mother
and I took a seat on his sofa.  My mom's twitching was now almost out of
control and her eyes were locked on the small baggies of white powder on
the table.

   "Karen, why don't you take a couple of those into the bedroom and make
yourself presentable," Paulie said.  "I want to talk to Lizzi for a
second."

   My mother just nodded, grabbed two baggies and practically ran out of
the room, leaving her thirteen year old daughter alone with her drug
dealer.

   I sat with my arms still crossed over my chest and my legs tucked under
me.  Now that we were here, I felt dirty wearing the little sundress I'd
picked out.

   "Lizzi, honey, why don't you get a little more comfortable," he said. 
"Sit back, relax a little, I'm not going to hurt you."

   I gulped and unfolded my legs.  I uncrossed my arms and leaned back a
little on the sofa.  His eyes rover all over me and he gave a soft whistle.
"You are gorgeous, girl.  Do you know that?"

   I smiled a little and said, "Thank you."

   He grinned at me and said, "And polite too!  Polite, pretty and I bet
smart too.  You don't take after your mother at all, do you?"

   I laughed and clapped my hands over my mouth.  I should have felt mad
for him being mean to my mother but he was just telling it how it was.

   "Did your mom tell you about our little deal for tonight?" He asked.

   I nodded and said, "She said, if I came over, she'd get some freebies
and I'd get five hundred dollars."

   "She tell you that she's not allowed to touch that money?  It's yours
alone and, if I find out she took any from you, I'll cut her stupid ass
off."

   I nodded again, this time too nervous to speak.  How far was he going to
take this?  I was scared and, to my surprise, a little turned on by the
situation.  I mean, Paulie's not a bad looking guy.  His black hair was a
little greasy but his body filled out his clothes pretty good.  He had a
soft looking lips and pretty blue eyes.

   He stood up and offered me his hand.  "Let's go see your mom."

   I took his hand, which was surprisingly soft, and let him pull me to my
feet.  He led me into his bedroom where my mother was laying on his bed, a
look of satisfaction on her face.

   "Move," he said to her.

   My mother slid off of the bed and stood up.  Her shakes had already
stopped so I could tell she was feeling pretty good already.

   Paulie sat on the bed and looked at us.  His eyes lingered on my far
longer than they did my mother.

   "Karen, take off your shirt and let me see your tits," he said.

   I watched out of the corner of my eye as my mother pulled off her top
and dropped it to the floor.  She unclasped her bra and slid it off,
dropping it on top of her shirt.  She stood, her chest thrust out as
Paulie.

   He checked her out for a couple of seconds before turning to me and
saying, "Lizzi, I want you to take off your dress and bra, please?"

   I hesitated for a second, not because of what he'd asked me to do, I'd
been expecting that but it was the way he'd said it.  He'd ordered my mom
and he'd politely asked me.  Something about that made me feel like he
respected me more than her.  That was something I could enjoy.

   I slid the straps of my dress off of my shoulders and let it fall to my
feet.  My hands were shaking as I reached back to undo my bra.  I had to
remind myself that he'd already seen everything I had to offer before I
called down enough for my fingers to stop fumbling and actually unclasp the
bra.

   I dropped it to the floor and stood before him, my arms at my sides,
showing him my budding breasts.

   His eyes roved over my breasts and I watched as his hand slid over his
crotch.  He rubbed at the lump in his jeans as he stared at my body.

   "You sure she's your real mom?" He asked me.  "You are just too fine to
be her daughter."

   "Too smart too," I said.

   Paulie laughed and looked over at my mother.  She was off on her trip
and just stood there grinning like an idiot.

   "You got that right, girl!" Paulie said.  "Plus, your body is so much
better than hers.  Look at those saggy, tits of hers.  If the bitch worked
out a little she might actually look good but she's too busy putting shit
up her nose."

   I looked over at my mother.  She was only 36 but she looked like she
could be in her fifties.  All the drug use had worn her body down and now,
breasts that had once been perky hung down, the nipples pointing at the
ground.

   I looked down at my breasts.  My puffy little nipples pointed straight
out and there wasn't the slightest sag to them at all.

   I looked up and saw Paulie watching me while he rubbed himself.  His
eyes on me, he stood up and unbuttoned his pants.

   I let out a gasp and took a step back.

   He paused for a second, watching me, and asked, "Have you ever seen a
man's cock before, Lizzi?"

   I shook my head, fear, desire, arousal, and curiosity all fighting it
out inside of me.

   He grinned at me and unzipped his jeans.  He slid them down and I could
see the hard bulge of his cock behind his boxers.  He hooked his thumbs
under his underwear and slid them down.

   I stared at his hard cock as it stood out in front of him.  He was a
good seven inches long and an inch thick.  He wrapped his hand around the
shaft of his cock and stroked it while he looked at me.

   "Do you like what you see, Lizzi?" He asked.  "Cause you can tell I like
what I see."

   I just stood staring at him, not sure what to say or if I could even
speak.

   He sat on the edge of the bed, his legs spread, and said, "Karen, come
here."

   My mother, the stupid smile still plastered to her face, knelt in front
of him, her face inches away from his cock.

   He let go of his cock and leaned back on his elbows.  My mother reached
up and took his hard cock in her hands.  She stroked it up and down a
couple of times before leaning forward and taking it into her mouth.

   I stood there, shocked and unable to move or look away, as my mother
went down on Paulie.  I watched her head bob up and down as she took more
and more of his cock into her mouth.  She slid his cock out of her mouth
and licked her way down to the base and back to the head.

   I managed to pull my eyes away only to meet Paulie's eyes.  The whole
time my mother had been sucking him, he'd been watching me.

   "You're going to have to earn that five hundred, you know that don't
you, Lizzi?" He asked.

   I bit my lip.  Now that the moment was here I didn't know if I could
actually do whatever it was he wanted me to do.  I knew he could see my
hesitation and that, if I didn't do what he wanted, he might just take what
he wanted without giving me the money.  He could do that.  If I went to the
cops I knew my mother would back him and not me.  Not a chance would she go
against her dealer.

   I closed my eyes and took a deep breath.  I had to do this.  It was too
much money and too good of a chance to get away from her.

   I opened my eyes and met his.  I gave a small nod that brought a huge
grin to his face.  He pushed my mother back and waved me over.

   Slowly, each step more frightening than the next, I walked over and
knelt down in front of him.  I looked up at him, not sure what to do.

   He saw the look on my face and said, "It's okay, Lizzi.  You do what I
want you to do and I'll take care of you."

   I gave a fake, little smile and nodded to him.

   "I want you to grab my cock," he said.

   I gulped and slowly reached up.  I wrapped my hand around his cock,
surprised at how hard and hot it was.  He gave a low groan and his cock
jumped in my hand causing me to let it go and jerk back.

   He grinned at me and said, "It's okay, honey.  That felt real good."

   I reached back up and took his cock in my hand.  It jerked again but I
held onto it this time.

   "Stroke it," he said.

   I slid my hand up and down his cock, feeling him shiver as my hand
brushed the head of his cock.  I stroked all the way to the base of his
shaft and back again.  I looked up and saw him, his eyes wide, watching me
touch him.

   "Baby, that feels so good.  Keep doing it just like that," he said. 
"Karen, get behind your daughter and put your arms around her."

   I froze for a second, both when he said it and when I felt my mother's
arms warp around me.  I could feel the heat of her skin against my back. 
Her hard nipples rubbed against me with each breath she took.

   I tried my best to ignore her and watch Paulie.  He got my full
attention when I watched a drop of precum drip from the tip of his cock. 
It dripped down onto my exposed thigh and was colder than I'd expected.

   "You've never seen precum before, have you , baby?" He asked.

   I just shook my head and watched another, smaller, drop dribble out of
his cock.

   "Taste it," he said.

   I leaned forward and licked my lips.  It was going to be gross, I just
knew it.  I poked my tongue out and licked the drip of precum off of the
tip of his cock.  Paulie let out a loud moan and his cock jerked in my
hand.

   I was surprised.  His precum didn't have any taste at all.  At least I
had that for a relief.

   "Lick it again," he said.

   I licked the tip of his cock.  He moaned again and I decided to lick my
way around the head of his cock.  His breathing became louder as my tongue
slid over the head of his cock.

   His moaning and heavy breathing set something off inside of me.  I could
feel my heart beating like butterfly's wings and I could feel my panties
getting wet listening to him.  There was something erotic about the sounds
he was making and it was making me burn with desire.

   "Karen, I want you to rub your daughter's tits," he said.

   I looked up at him in disgust as I felt my mother's hand roaming up my
stomach and onto my breasts.  I let go of his cock and pushed her hands
away.  I was going to stand when his voice stopped me.

   "You stop now and I won't pay you, Lizzi," he said.  "You've gotta see
this though."

   I glared at him.  He was sick.  I could clearly see that.  Between the
pictures of me and the things he was making us do, he was disgusting to me.
But he was also a means to an end.  Through him I could get away from my
mother and wasn't that what mattered the most?

   I knelt down in front of him and began stroking his cock again.  I felt
my mother's hand on me again and it was all I could do to stay there.  She
rubbed and squeezed my breasts.  Her fingers pinched my nipples and a
feeling like lightning ran through me.  I let out a moan and gripped
Paulie's cock hard.  He moaned at my touch and the feeling of desire
started to sweep me away again.

   "Suck my cock, Lizzi," he said.  "I want to be in your mouth."

   I opened my mouth and slid the head of his cock into me.  I slowly
bobbed my head up and down on him, like I'd seen my mother do.  His moans
became on long, continuous groan as he lay there with his cock in my mouth.

   My mother pinched my sensitive nipples again, making me moan along with
Paulie.  I gripped his cock hard as the pleasure ripped through me.  I
pulled my mouth off of his cock and moaned loudly.  I pressed my body back
against my mother's and shivered under her touch.

   I felt her lips touch my shoulder.  She kissed along my shoulder and
onto my neck.  I felt her nibble at the base of my neck and I cried out. 
I'd never felt anything like this in my life.  I knew it was my mother
doing it but, right then, I didn't care.  All I cared about was the feeling
not stopping.

   I managed to open my eyes and see Paulie watching us.  He had the
hungriest look I'd ever seen on a person.  I could only imagine my face had
to have the same look on it.

   I stroked his cock while he watched my mother kiss my neck and rub my
hard nipple.

   "Karen," he said.  "Make your daughter feel good."

   I felt her fingers let go of my nipple and trail their way down my
stomach.  I knew what was coming and I couldn't and wouldn't stop it.  At
this point, I wasn't sure which I wanted more, the pleasure or the money.

   My mother's fingers slid under my panties and she rubbed the wetness
between my legs.  I let out a long moan as her finger touched my swollen
clit.  She rubbed it softly, moving in little circles around it.  I gasped
and shiver with every touch of her finger.

   I stared into Paulie's eyes, breathing harder and harder as my mother
rubbed my clit faster.  With every touch, I squeezed his cock, making him
moan in time with me.

   My mother's finger slid between the lips of my wet pussy and I cried out
again.  She poked just the tip in and out of my wet pussy.  She pushed hard
and I yelped in pain as she pushed deeper.  The pain lasted just a few
moments before the pleasure swept me away.

   Her finger slid deep into me and I began to buck in rhythm with her
finger.  I stroked Paulie along with our rhythm and watched his face while
he watched us.  The sight of his raw desire turned me on even more.

   My mother's finger slid in out and faster and, with her other hand, she
pinched my nipple hard.  I screamed as an explosion of pleasure radiated up
from my pussy.  I rode the wave of ecstasy and when it crested, I collapsed
back against my mother.

   "Keep stroking," Paulie said, his voice very rough.

   I did as he said and felt his cock throb under my hand.  He cried out
and came.  His cock pulsed and the first load of his cum shot out and
splattered against my cheek.  I was too surprised to do anything but keep
stroking.

   The next loads shot out a little slower and splashed against my neck and
chest.  As his orgasm began to ease, his cum dribbled out and dripped from
my hand down onto the floor.

   Paulie let out a long groan and collapsed back on the bad.  I let go of
his cock and leaned back against my mother's warm body.

   After a moment he sat up and looked at me.  I had my hand held out in
front of me, my fingers covered in his cum, not sure what to do.

   "Lick it off your fingers, baby," he said.

   I looked from him to my hand.  His cum looked like snot and it was
disgusting but I knew I had to do it.  I licked a drop off of my thumb and
was surprised.  It was warm and salty but it wasn't bad, just like his
precum.

   As he watched, I licked my fingers clean of his cum, my eyes on his the
whole time.  His cock twitched a couple of times and I was sure he was
enjoying the show.

   "Karen, your little girl's dirty.  I want you to clean her up with your
tongue," he said.

   My mother scooted around from behind me and pushed me back so I was
lying on the floor.  I lay there, staring up at the ceiling, as she licked
Paulie's cum off of my stomach.  Now that the pleasure had passed I didn't
know how long I could take this.  At least when she's been touching me I
could just imagine it was someone else's hand on me.

   "Lizzi, you need to enjoy this even if you don't.  You're almost done
and about to get paid," Paulie said.

   I glared at him for a second before I lay back and tried to pretend it
was someone other than my mother licking their way up my stomach.  When her
tongue flicked against my nipple, the pleasure shot through me again and I
found it a lot easier to enjoy myself.

   Her mouth opened and she sucked my hard nipple into her mouth.  I
groaned and grabbed her hair and pressed her against me.  She sucked one
nipple clean and then the other.  She licked and kissed my neck, cleaning
every drop of Paulie's cum off of me.

   She licked the last of the cum off of my cheek.  Her tongue licked at my
lips and I looked up at Paulie.  He nodded and said, "You know what I
want."

   I hid the glare and did what he wanted.  I pressed my lips to my
mother's.  Our mouths parted and I felt her tongue against mine.  I kissed
her back, my tongue sliding over hers, tasting her, hating myself and
loving how I felt all at the same time.

   I broke the kiss and looked up at Paulie.

   He grinned and said, "Okay, Karen, that's enough.  Why don't you take a
shower so Lizzi and I can talk?"

   My mother kissed me once on the lips and once on the forehead before
getting up and walking into Paulie's bathroom, leaving me alone with him.

   He sat on the bed watching me.  Now that the heat of the moment was
past, I felt very small and weak under his gaze.  I crossed my arms over my
naked breasts and tried to meet his gaze.

   He laughed and said, "We're done, Lizzi.  If you're feeling
uncomfortable you can put your clothes back on."

   He didn't have to tell me twice.  I quickly pulled my bra and sundress
on and then stood there, trying not to stare at his naked body.  I could
feel my heart start to race every time I glanced at his cock.

   He patted the bed next to him and said, "Come here and sit down."

   I did as he asked and tried really hard not to notice how naked and how
near he was to me.

   You do understand this is just business, right?" He asked.  "I wanted
something and so did you.  We both got what we wanted, right?"

   "I guess so," I said, not sure what he wanted me to say.

   Good girl," he said, reaching over and running his fingers through my
hair.

   I froze.  He was going to hold out for more.  I was sure of it.

   Again, I was wrong.  He stood up and walked over to his dresser.  He
pulled out a small lock box held closed with a combination lock.  He undid
the lock and pulled out a wad of cash.  I felt my eyes go wide as the size
of the roll of hundred dollar bills he pulled out.  He peeled off five, put
the rest back and locked the box.  He dropped the box back into the dresser
and came over to me.

   He held the bills out and I reached out to take them but he didn't let
go.

   "Do not let your mother talk you out of any of this," he said.  "It's
yours and you're to use it however you want.  Understand?"

   I nodded but he still didn't let go of the money.

   "When you run out come see me," he said, with a grin.  "We might be able
to work out another deal."

   With that, he let go of the money and it was all mine.  All I'd done was
give up my dignity to get it.  I sat there, feeling dirty while he went
into the bathroom.

   A moment later, my mother came out into the room.  She quickly got
dressed and said, "Time to go home, honey."

   I glared at the back of her head as I followed her out and down to our
car.  Halfway home she opened her stupid mouth and said, "See?  That wasn't
so bad, now was it?"

   I didn't answer.  I just stared out the window as she drove.  Sure I
felt dirty but I had five hundred bucks and that was going to get me free
of her and that's all that mattered.