Note: This story was dynamically reformatted for online reading convenience.
 
 CAUTION: This material is intended for adults only.  If you are not of age
to view adult content please leave now.



   DISCLAIMER: This is a work of fiction.  The author in no way condones
sexual conduct with kids.  If you cannot tell the difference between
fantasy and reality you should seek help.





   Keelyn the Flirt, Chapter 3



   mf, UAteen


Author: Love Blue Eyes



   LoveBlueEyes@mail.com

   ####################################################################

   Keelyn lay naked in her bed pumping the huge vibrator in and out of her
13 year old cunt.  She couldn't believe how much better it felt than the
hair brush she used to use.  As Keelyn got closer she thrust the vibrator
as far as it would go and pinched her clit.  "OH SHIT" she yelled as the
orgasm caused her whole body to shake.  "Damn that felt good" she thought
as she pulled the vibrator out with a pop and turned it off.  She then
reached over to the nightstand and pumped some anal glide onto her hand and
rubbed it on her rosebud.  She then inserted a finger in her ass and lubed
up her anal ring.  She reached in the drawer and pulled out the anal dildo
and lubed it up and thrust it in her ass.  In the 5 days since her mom had
given her these toys she had fucked her ass twice a day.  She no longer
needed to go slow so she fucked her ass in and out with the dildo going
faster and faster.  She had found that she could bring herself close with
just anal manipulation but need to rub her clit to push herself over the
edge.  As she felt herself getting closer and closer she reached a hand
around and started rubbing circles on her clit increasing the pressure. 
Suddenly her body shook as juices poured out of her young pussy.

   It had now been a week and a half since she had last been out with
Dillon, the senior who she had given her virginity too.  Keelyn was no
longer upset and had decided it was time to take her moms advice and move
on.  She had talked to Dillon almost every day in the commons that
separated the Junior high from the Senior high but he had still not asked
her out again.  She had been slightly flirting with Dillon's best friend
Julian.  Tomorrow was Friday and she decided she needed to turn up the
flirting to see if she could hook up with Julian this weekend.

   Keelyn ate lunch fast so she could get to the commons area.  There was
not many students there yet so she waited watching the high school side for
Julian.  Finally she saw Dillon and Julian walk into the commons.  Julian
looked over and saw Keelyn and waved, Keelyn gave him the biggest smile she
could and walked toward them.  "Hey Dillon, whats up?" she asked as she
approached the two seniors.  "Not much babe, how is 7th grade?" Dillon
replied.  "It will finally be over in 2 weeks.  Hey Jules" "How you doing?"
Julian asked.  "Not bad, hey Jules, you doing anything after school today?"
"Umm, I don't think so, why?" "I was wondering if you could give me a lift
home, I really don't feel like ridding the bus today" "yeah, sure thing,
just meet me in the parking lot after school" Julian instructed.  "Thanks
Jules, your a peach" Keelyn said as she reached up and gave Julian a quick
peck on the lips.

   "What the hell was that" Julian asked watching the cute 7th grader walk
away.  "Dude, no wonder you don't hardly ever get laid" Dillon said
laughing.  "what?" "You couldn't tell that she was totally flirting with
you?" Dillon answered.  "Come on, all she did was ask for a ride home"
Julian answered defensibly.  "Your so lame, did you not see the smile, and
what about that kiss?" "I thought she was hung up on you?" Julian said. 
"Well she might be, but it looks to me that she is trying to make me
jealous" Dillon said still laughing.  "So, what should I do?" Julian asked.
"You take her home and see what happens, if I know that kid, she has
something planned that you will love?  Dillon answered., "Right, like I
need to get caught messing with a 13 year old by her mom, her mom would
probably cut my nuts off" Dillon said grimacing.  "Just give her a ride
home and see what happens, What do you have to loose?  Trust me, that girl
is good enough to risk getting your nuts cut off" Dillon said laughing his
ass off.

   After school Julian walked into the parking lot and saw Keelyn waiting
by his car.  "Hey Keelyn, you ready" Julian asked.  "Ready whenever you
are" she replied.  As they drove to her house they made small talk.  As
they pulled up to the curb Keelyn asked "Hey Jules, you want to come in for
a bit" "I don't know if that is a good idea, your mom probably wouldn't
like that." Julian replied,.  "She won't mind, besides she is working until
at least 10 tonight." "Oh, well I guess it wont hurt then" Julian replied
hesitantly as they both got our of the car and walked to the front door. 
As they walked in the living room Keelyn asked "Do you want something to
drink?" "Naw I am good" Julian said.  "Really" Keelyn said stepping up to
Julian and putting her arms around his waist.  "So what do you want to do"
"wow" Julian thought "looks like Dillon was right," "How about this?"
Julian asked as he put his arms around Keelyn, grabbed her ass and pulled
her against him.  They looked at each other and Julian lowered his head
until there lips touched.  They slowly kissed and Keelyn was starting to
get impatient at the slow speed but decided to let Julian set the pace at
first.  Finally she felt him open his mouth so she matched it and their
tongues touched for the first time.  Gradually their mouths opened more and
his tongue moved farther into her mouth.  Keelyn couldn't take the pace any
more so she decided to push it a bit.  She thrust her tongue as far into
his mouth as it would go and wrapped it around his tongue.  Julian was was
surprised at first the thought "Hell that feels like an invitation for
more".  He took a hand off her ass and ran it up her body until he was
cupping one of her breast.  Keelyn moaned as she felt him rub her nipple
through her shirt.  She moved her hand up and under his shirt up across his
abbs and finally found his nipple gently pinching it.  Julian took that as
an invitation so he dropped his hand and ran it under her shirt feeling her
breast through her bra.  Keelyn moaned and separated to look up at Julian
and said "That feels great Jules".  That was all the encouragement Julian
needed as his other hand ran up her back under her shirt looking for the
hook of her bra.  He was a little confused when he didn't find one until he
moved his hand off her breast to the center and found the catch there.  He
gently unhooked the front fastener and felt the bra fall off her mounds. 
He moved his hand and cupped her bare breast with his hand and gently
teased her nipples.

   After a few minutes having her nipples manipulated by his big hands
Keelyn moaned, she broke the kiss and pulled his shirt over his head. 
Julian wasted no time pulling her shirt and bra off, when she tried to
reach in for another kiss he held her back and glazed at the b cup breast
pointing straight out at him, her nipples were pointing straight out. 
"Perfect" Julian muttered.  "Thanks" Keelyn said blushing just a little. 
Julian then kissed her hard and then moved down kissing down her neck
moving slowly down until he sucked a complete tit into his mouth.  Keelyn
gasped as he gently nipped first on one nipple and then the other one. 
Julian was amused watching her nipples stand even farther out each time he
rubbed his tongue across one.  After a few minutes of sucking on her young
tits me moved up and kissed her hard again thrusting his tongue into her
mouth.

   Keelyn broke the kiss and said "Your right, you are good".  "I wonder
what else we can find to play with" she said as she ran her hand down his
chest finally resting on his cock.  "Look what I found" she teased as she
kissed him on the mouth and then slowly kissed her way down his chest
stopping to suck on both of his nipples.  She then slowly kissed lower down
his abdomen sticking her tongue in his belly button.  As she teased his
belly button she undid his belt and pants.  Keelyn dropped the rest of the
way to her knees and pulled his pants down his legs.  Julian kicked his
shoes off and stepped out of his pants.  Keelyn looked up at him standing
there in only his boxers as she smiled and grabbed each side of his boxers
and slowly pulled them off.  As his boxers dropped down his dick popped out
hitting her on the nose.

   She looked at this big black dick and thought "Oh Wow, this one is a lot
longer than Dillon's dick, but not quit as thick" Keelyn grabbed the dick
in front of her and slowly stroked it up and down.  Julian moaned as he
watched this little girl lick the head of his dick and then kiss up and
down his shaft.  He was shocked when she stuck her tongue out and ran it up
and down his dick wrapping it around the tip.  He was in heaven as he felt
his dick enter her warm mouth and felt her tongue massage it as she stroked
her head up and down his dick.

   Julian had only been with a few girls but thought "Damn, this girl is
twice as good as any girl I have ever been with".  He was sure of that when
she thrust her mouth down sliding his long cock down her throat burying her
nose in his pubic hair.

   Keelyn thought he tasted good but wasn't sure she could take it all
without gagging.  She had never had anything this long in her mouth before
but figured you never know until you try.  She slowly slid her mouth
farther and farther down his shaft, When she felt the tip get to her throat
she swallowed and thrust it the rest of the way.  "I did it" she thought as
she felt his dick slide down her throat and felt his pubic hair tickle his
nose.  She swallowed a few times and the Julian could feel every movement
of her throat on the head of his dick.  He couldn't take it any more and
said "Babe you better pull off, I am going to cum".  Keelyn pulled back and
he thought she was pulling off but was surprised when she left the head of
his cock in her mouth and sucked hard and ran her tongue around it.

   "Oh shit" Julian yelled as he exploded in her mouth.  Keelyn swallowed 4
spurts, spilling only a small amount.  She had the last bit in her mouth
and decided to do something she had seen the girls on the porn videos do.
He looked up and Julian, smiled, and stuck out her tongue showing him the
cum that was on it, She then pulled her tongue back in her mouth and
swallowed the rest of the cum and then stuck her tongue back out showing
him that it was now clean.  "Holy Shit" Julian exclaimed, "that was
intense"

   Keelyn kissed her way back up Julian's torso, stopping to tease his
nipples and then worked her way back up until she was thrusting her tongue
back in his mouth.  He had never kissed a girl after cumming in her mouth
but discovered it was not bad.  Julian broke the kiss and said "now it is
my turn" as he cupped her womanhood in his hand through her pants.  He
undid her pants and pulled them and her panties down her legs and helped
her step out of them.  "Here, sit on the coach" he said as he guided her
back to the coach behind her.

   He grabbed her legs and pulled her ass to the edge of the couch and
spread her legs around his shoulders.  He took a second to gaze at the 13
year old pussy spread out before him.  He saw the small mound of blonde
hair that was beginning to from around it and thought it was the best thing
he had ever seen.  Slowly he kissed his way from her knee, up her thigh
until his tongue was running up and down her slit.  She moaned as his
tongue gently slid in between her outer lips and brushed up against the
opening to her pussy.  Keelyn gasped as she felt his tongue slide into her
pussy, she was shocked as it just kept going deeper.  "Holy Shit" she
thought, "how long is his tongue" She could feel herself getting close as
he thrust his tongue in and out of her pussy.  She lost it when he pulled
his tongue out of her cunt and ran it across her clit gently sucking and
biting on the now swollen clit.  He sucked her juices out of her pussy as
she screamed in orgasm.

   When she was done he kissed his was up, stopping just long enough to
tease each nipple until their lips locked in an embrace, tongues wrestling
each other.  "Damn that was great" Keelyn said still trying to catch her
breath.  She reached down and grabbed his dick and said "humm it is still
hard, looks like it needs more" "I would say your right" he answered as he
pulled her up and then he sat down on the couch.  He puller her to him and
she got the idea.  She put a leg on either side of his legs spreading her
pussy and slowly lowered herself to the waiting cock.  Julian guided his
hard dick into the waiting pussy as she sat all the way down on his dick.

   Keelyn watched the black dick disappear into her white pussy and thought
"that is so cool" She moaned as she took all of the dick inside her feeling
it bottom out inside her.  She bounced up and down raising so that just the
head was still in her pussy and then thrusting back down taking it all.  As
they both moaned Julian would thrust up as she dropped down forcing his
cock up against her cervix.  When Julian reached in between them and rubber
her clit She screamed "OH Shit Jules".  Feeling her pussy clamp down on his
dick sent him over the edge as he filled her with his cream.  When she felt
the first spurt shoot into her pussy Keelyn exploded into another orgasm.

   They sat there, his dick still buried in her pussy trying to catch their
breath.  Julian stroked her nipples and said "That was amazing" "Your big
black dick feels so good inside me" Keelyn said laughing.  "So now what"
Julian asked, not really wanting it to be over.  "I need a break, you want
a beer or something?" she asked.  The two teens walked into the kitchen
naked and Julian drank a beer while Keelyn drank a wine cooler.  They kept
looking at each other and giggling not really knowing what to say.  As they
drank Keelyn was thinking "am I ready to take that long think up my ass".
As they finished their drinks Keelyn made a decision and said "why don't we
go upstairs to my room." Julian got up and said "sounds good to me."

   Julian followed her up the stairs and couldn't believe how cute her ass
was, when they got up to the landing he grabbed a handful of ass and
whispered "you have a great ass" in her ear.  Keelyn smiled and thought "Oh
your about to find out just how good it is." They walked into Keelyn's room
and she climbed on her bed on her hands and knees, she looked over her
shoulder and said "see anything you like big boy"

   Julian didn't waist any time climbing up behind her and thrusting his
dick deep into her pussy.  This was her favorite position and knew she
would not last long, Julian kept pounding harder and harder, going even
deeper in this position.  Julian grinned when Keelyn screamed and shook in
orgasm.  He stopped fucking but left his dick inside her as she recovered.
After Keelyn had caught her breath she pushed back against his throbbing
dick and looked at the anal lube on her dresser and then back at him and
then back at the lube.  Julian followed her eyes and saw the pump on her
night stand.  He was confused for a bit until he read the label out loud.
"anal glide, is that, do you want?" he said stammering and tripping over
his words.  Keelyn laughed and said "we can try if you want to" "SURE" he
said excitedly "what do I need to do" "Get some of that lube on your hand
and lube up the entrance to my ass and then lube up the inside of my ass"
she instructed.  Julian could not believe this was happening as he pumped
some of the lube in his hand and started to rub it on her ass.  Keelyn
reached back with her hands and spread her ass cheeks so he would have
better access and shuddered when a boy touched her rosebud for the first
time.  She rocked back on his dick when she felt his finger enter her ass
going past her anal ring.  He got more lube and stuck 2 fingers in her ass
lubing her up good.  Keelyn pulled her self off his dick and pumped some
lube onto her hand and rubbed it up and down his already slick dick.  She
then got back on her knees, putting her head down on her pillow and reached
around and spread her ass cheeks.  "OK" she said, "go slow, this is my
first time."

   Julian could not believe he was going to fuck a 13 year old in the ass
as he guided his dick to her rosebud and gently pushed.  They were both
surprised how easy the head of his dick slipped into her well lubed ass. 
When he had the head of his dick in her ass and stopped and asked "How you
doing?" "No bad" she replied.  "It doesn't hurt, just feels full so go
slow".  Julian didn't have to be told twice as he pushed a little bit more
of his cock into her ass.  He pulled out so only the head was still in her
and then pushed a little more in, he was gradually getting more and more of
his dick inside her ass with each stroke.  Suddenly Keelyn was filled with
fear, "Oh my God" she thought "can I really fit the whole thing in my ass?"


   Julian stopped as soon as Keelyn yelled ouch.  He was ¾ of the way in
and was afraid he had hurt her.  He could feel her ass suddenly tighten on
his dick so hard it was uncomfortable.  Keelyn breathed hard and new what
had happened.  She had gotten scared and had tensed up.  She told Julian to
just give her a second as she tried to control her breathing and relax her
ass.  Julian could feel the pressure ease up on his dick as she breathed.
"OK, just stay still" she instructed as she pulled off his dick a little
bit and then slid back taking more of it.  She slowly rocked back and forth
fucking her own ass on his dick until she could feel his pubes on her ass.
"I did it" she thought when she realized she had taken the whole thing,
"Damn girl" Julian exclaimed "and I thought you pussy was tight, watching
my black dick disappear into your white ass is amazing".  "Jules, shut up
and fuck my ass" she said laughing.  Julian pulled his dick most of the way
out and thrust all the way back in.  Keelyn moaned at this so he did it
again and again faster and faster.  Suddenly he pulled out to far and his
dick popped out, he was amazed to see the opening to her ass stayed open so
he could easily push his dick back in.  He continued to pull his dick
completely out and then all the back in going faster and faster.

   "This feels so good" Keelyn cried as she reached up and massaged her
swollen clit.  The movement caused her ass to clinch around Julian's dick a
bit and the extra pressure threw him into an orgasm while he was fully
inside of her.  Keelyn could feel the hot liquid inside her ass and it sent
her into another orgasm.

   Both of them collapsed on the bed, his dick still impaled inside her
young but no longer virgin ass breathing heavily.  "God Jules, that was
wonderful" "You are amazing Keelyn, Do you want to go out tomorrow night?"
"Um Jules, are you really asking me out with your dick stuck up my ass" she
asked laughing.  "Probably not good timing is it" he replied laughing. 
They separated themselves and walked downstairs where their clothes were.
Keelyn watched as Julian got dressed, she reached up and kissed him hard
and said "I will see you Monday Jules, thanks for a wonderful afternoon"
Julian pinched a nipple as he kissed her, "See you Monday, you are an
amazing girl Keelyn."

   She was still naked as she watched him get in his car and pull away. 
"That was intense" she thought, but now it is time to soak in the tub.

   Keelyn walked downstairs when she heard he mom get home from work.  "Hey
mom" she said and then noticed the look on her moms face.  "Tough day at
work?" "I am worn out" her mom replied.  "you sit down and I will get you a
drink" Keelyn instructed.  Keelyn got 2 wine coolers from the fridge and
sat down on the couch next to her mom.  Her mom had watched her walk across
the room and said "Child, why are you walking funny?" "Well I guess I am a
little sore" Keelyn replied.  Gloria rolled her eyes, "So I guess Dillon
was over this afternoon" "No silly, I took your advice so Julian was over
this afternoon" She answered.  "Judging by the way you are walking he must
have been good, and big" Gloria said laughing., Keelyn laughed and said
"well he was a lot longer than Dillon, but not quit as thick.  I wasn't
sure I could get the whole thing in my mouth but I did.  It felt good when
it went down my throat, I didn't gag or anything" Gloria laughed and said
"well good for you I guess, anything else you need to tell me?" "Well,
after we had fucked right here on this couch I took him upstairs and he
fucked me again doggy style, after I came I let him fuck my ass" Keelyn
proudly proclaimed.  "Oh baby, how was it?" "It was good until I got scared
and tensed up, but once I was able to settle down and it was amazing.  He
was even able to pull his dick completely out of my ass and slam it back in
all the way" "Well as long as it was what you wanted and not just to get
back at Dillon" her mom warned.  "Oh no, it might have started out about
Dillon but now I know he isn't worth being upset about" "Good girl, now get
me the mail before you go to bed."

   When Keelyn handed the mail to her mom she noticed the top letter was
from her school.  "OK young lady, why is there a letter from school?  What
have you done?" "I didn't do anything" Keelyn cried.  Gloria opened the
letter and asked "so who is Mr.  Franke?" "Umm he is my math teacher, I
also have for for study hall last period" "Is he that old wrinkly teacher I
met" Gloria asked.  "No Mom, he is the tall teacher you had a crush on at
conferences" Keelyn said rolling her eyes.  "Oh he is young" "He is not
young, he is at least 30" Keelyn proclaimed, "so what does he want" she
asked even though she knew what was coming.  "It says here that you have
not turned in the last 5 homework assignments and your grade is dropped
from an A to an F" Gloria yelled.  "Oh shit, I didn't know it dropped that
low, I got a little caught up in some things and forgot some homework"
"Listen young lady, you cannot let your knew found sexual awakening get in
the way of your school work.  You had straight A's and I expect you to have
them again in two weeks when school ends." "But mom, I don't know if I can
get that grade up in 2 weeks" "You had better do something young lady, of
you will spend the whole summer with your legs tied together to nothing can
get to your sex." "OK OK, I will think of something" Keelyn wined as she
walked up the stairs.  "I guess my weekend will be spent doing missed
homework, I wonder if that will be enough or if I need to do something
else?"