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   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 4



   mf, UAteen
Author: Love Blue Eyes

   LoveBlueEyes@mail.com

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



   Mr.  Franke sat back in his chair while his first hour 8th grade math
class shuffled out.  He had 10 minutes until his 2nd hour 7th grade math
class started.  "Thank god there are only 2 weeks left in the school year"
he thought.  It hadn't been a bad year.  He welcomed the move to the Junior
high side last year.  He had had enough of high school attitudes.  At least
most of the Junior high kids were still semi innocent and he was able to
get his bluff in on them early.  The only drawback to the switch was the
girls.  He missed seeing the high school girls with their killer bodies. 
He had never thought about them sexually, well not counting the fantasies
he had about them while jacking off, but he had never even considered
messing with one of them.  The Junior high girls were fun to watch with
their bodies just starting to mature.  They didn't really turn him on but
it was fun looking at them and imagining what they would look like in a few
years.

   As the first of the 7th graders started to enter his room he realized
his coffee cup was empty, he reached down and grabbed his thermos and
started to fill his cup while daydreaming about a few of the high school
girls when she walked in the room.  His eyes were looking at the ground so
the first thing he saw was a cute pair of black ankle boots.  What really
caught his attention as his eyes moved up was a pair of thin white
stockings that accentuated a great pair of legs.  The stockings went to
just above the knee and then there was bare thigh showing, perfect, smooth,
young thighs.  There was a navy blue pleated skirt that didn't quite cover
the top half of her thighs.  Above the skirt was a belly button and bare
abbs, The shirt was a very thin white button up shirt that was tied at the
bottom.  The shirt was practically see through and he could clearly see
every detail of the black bra that was hiding a nice set of growing tits.
As his eyes moved up he saw her lick her lips, Her beautiful blue eyes were
starting at him and her blonde hair was put up in pigtails.  She was simply
a vision of young loveliness and she was walking toward him.

   "Umm Mr.  Franke, your spilling your coffee" Keelyn said.  "Oh Shit err
I mean hang on" he said as he realized he had overfilled his cup and coffee
was now all over his desk.  "OK" Keelyn replied stifling a laugh.  "I do
need to talk to you about my math grade but your busy now so why don't we
talk after study hall today" "Uhh what, oh yeah, that's fine Keelyn, go
ahead and take a seat" he said as he tried to wipe up the mess he had made.
He could not keep his eyes off her ass as she walked away to take a seat.
"Oh my god" he thought.  "That would be worth going to jail over, I need to
find a way to get a picture of this"

   Once the bell rang for class to start Mr.  Franke decided to change what
he had planned.  "OK class, can Keelyn and Mark collect all of your
homework and bring it to me." He was surprised when the homework was laid
on his desk and Keelyn's was on top.  It had been almost a month since she
had turned in any work.  "OK, now as a review we will come up to the board
and do a problem from the homework so we can all learn from each other" Mr.
Franke announced.

   One by one he called a student up, read off a problem and watched them
do the work.  He discretely pulled his phone out of his drawer and put it
on video mode and paused it.  Now that he was ready he said "OK Keelyn,
your next"

   As Keelyn made her way up front to the board next to his desk he turned
on the video recorder on his phone and held it next to his leg.  After
reading off her problem he started filming the hot 13 year old.  Suddenly
Keelyn dropped the piece of chalk she was using.  She turned her back to
her teacher and bent over to pick it up.  Mr.  Franke's eyes popped out of
his head when she bent over without bending her knees lifting her short
skirt and exposing her ass to him.  She was wearing a white thong that was
buried deep in her crack.  "OH MY" he started to say and then started
coughing to cover it up.  Keelyn just stood up, gave him a seductive smile,
and continued to work the problem.

   When the bell rank Keelyn walked by his desk and said "see you at study
hall Mr Franke" and then she winked.  She smiled as she walked out of the
room.  "Yep, he is mine now" she thought.

   "Holy shit" he thought, "surely this little girl can't be suggesting
what it seems she is suggesting"

   During the 7th grade study hall Keelyn sat in back bent over working on
something.  Mr.  Franke tried to get a good look at her but she seemed to
be dressed the same way she was this morning.  When the bell rang
indicating the end of school day all of the students got up and hurried out
of the classroom.  The teacher watched Keelyn slowly get up and walk toward
him.  He couldn't place it right away but there was something different
about this little girl now.  When she got to his desk she handed him
several papers.  "Mr.  Franke, I am sorry I missed so much homework that
last few weeks, that is every assignment I missed" Mr.  Franke looked up
and realized what was different, this time there was no bra on and he could
clearly see her breast through the thin shirt.  He couldn't take his eyes
off her red nipples showing through while he said "well that's good, but I
can only give you half credit since they are so late.  "I understand"
Keelyn said as she started to pout.  "Even if you get a 100% on each of
these it will probably only raise your grade to a D minus" he said still
concentrating on her nipples.  "But Mr.  Franke, isn't there anything I can
do to raise my grade" She wined.  "With only 2 weeks left I don't see how"
he replied tearing his eyes away from the teen tits and looking into her
blue eyes.  "But Mr.  Franke, I will do anything, I have to get an A in
this class" she said.  "Sorry Keelyn, but I just don't know what you could
do with so little time left" he replied.

   "I wonder if I can think of something" she said as she walked toward the
door to the classroom.  She glanced around the room to be sure it was only
the 2 of them and then she shut the door and pressed in the lock.  She
closed the blinds on the window on the door and turned around and slowly
started to walk back to her teacher.  Mr, Franke sat there in his chair in
shock, when her back was to him she had unbuttoned her shirt and he was not
getting glimpses of her perfect breast standing out straight and firm and
proud.  When she got to him she stepped between his legs forcing them
apart. "I am sure we can think of something" she said as she dropped to her
knees between his legs, her hands on his knees.  She slowly moved her hands
up his legs until there were laying on his hard dick.  "Oh Shit" he said
"You can't do that Keelyn" "Sure I can" she replied as she unfastened his
pants and pulled his zipper down.  When she reached in and pulled out
8inches of rock hard cock he cried "Keelyn, you shouldn't be doing this"
"maybe I shouldn't, but it looks like he wants to tutor me a little" she
replied laughing.

   Keelyn gasped as she wrapped her small hand around his shaft.  This one
was longer and thicker than any dick she had ever seen, of course she had
only seen 2 teen dicks but still, this one was huge.  "my hand barely wraps
around it, not sure I can even get my mouth around it" she thought to
herself.  Mr.  Franke was about to protest again when she licked some
pre-cum that was beginning to leak out.  "OH shit" he cried as she wrapped
her lips around the head of his dick.  He could feel her tongue massage the
head as she slowly inserted more and more of his throbbing member into her
mouth.  He reached down and cupped her breast in his hands as she slowly
took more and more of his dick in her mouth.  He was amazed as he watched
her pump up and down, each pump taking more of his dick until she had
swallowed his dick down her throat.

   When she pulled back and started teasing his purple head with her tongue
while sucking he lost it.  "OH GOD" he cried as he shot load after load
into her hot little mouth.  He couldn't believe when she pulled off of him
that she had not spilled any of his cum.

   Keelyn stood up and slowly buttoned her shirt looking at her teacher who
just sat there in awe.  "So do you still live alone?" she asked.  "What,
err yes I do, why" he answered.  "Why don't I come over tonight around 7
and we can continue the tutoring" she said as she turned around and lifted
her skirt showing him her bare ass.  "Since you live on the street behind
me, I will walk over after dark OK?" "umm umm yeah that sounds great" her
teacher replied.

   Her mom was sitting on the couch when Keelyn got home.  "Hey Kee, how
was school?" she asked her daughter.  "It was very good" she said smiling.
"I have to go out in a few hours, but I wont be long".  "OK, as long as
your not out too late, where are you going?" "I am going to Mr.  Franke's
house for some more tutoring" "Wait, what?  Your going to his house?"
Gloria asked.  Keelyn just laughed as she said "It's OK Mom, we talked and
I have my A back." Gloria just laughed, "what did you do this time?" "Well,
what do you think about my outfit?" Her mom looked at her daughter, she had
on white socks that came up around her calves, a blue skirt than almost
came down to her knees and a white shirt with a white tank top on
underneath it.  "You look very nice" "Well, this isn't how I looked when I
walked into math class this morning" Keelyn said.  "Why don't you show me
what you mean" With that, Keelyn bent over and pulled what her mom thought
was socks up and over her knees, she rolled her skirt up so it was just
above mid thigh, she then took her shirt off and removed her tank top and
put her shirt back on tying it just under her breast.  "Holy Shit Kee" her
mother exclaimed shaking her head., She had just watched her daughter
transform from an innocent little school girl to a teen seductress.  "You
didn't" Keelyn just laughed and said, "Yep, and one look at this outfit and
he was mine".  "Oh man" her mom said laughing, "that poor man.  What was
his reaction?" "Oh my god Mom, he couldn't take his eyes off of me, it was
so bad he spilled coffee all over his desk." Gloria just laughed.  "That is
not the best part" Keelyn said.  "Oh no, there is more?" "He called me up
to do a problem and I noticed he was filming me with his phone" Keelyn
replied.  "Wait, he was filming you" her mom replied getting concerned. 
"It's OK Mom, when I saw what he was doing I dropped the chalk and I bent
over showing him my ass" Keelyn said as she turned around and bent over
showing her ass to her mom.  "OH my Goodness Keelyn, you know he will be
using that video to wank himself for years" she said laughing.  "I really
gave him an eye full after study hall, I talked to him after class and I
had taken my bra off" Keelyn said.  "In that shirt he could see your breast
like you were not wearing anything" Mom said.  "I know, and trust me he
noticed" she said laughing.  "He wasn't sure what to say until I took his
dick out and sucked it dry." "You sucked your teacher off, well how was
it?" "OH MY, MOM he was so big, at least 8 inches and so thick I could
barely get my hand around it." "Humm sounds like I need to meet this man"
her mom said laughing.  "So tonight you are going to go over there and fuck
his brains out?" "Yep, I am only doing what you told me to do?" Keelyn
replied innocently.  "what do you mean "what I told you to do?" "you told
me Friday night that I had better do something to get my grade up" Keelyn
replied laughing., "Shit, looks like I need to watch the way I put things
around you" her mom replied.  "I am going to take a bath and get ready for
tonight, what do you think I should wear?" "Well, you have already teased
him to death, I think I have something that will knock him out, assuming
the teasing is done and you are just going to fuck.

   Tom Franke sat in his chair drinking a scotch wondering what the hell he
had gotten himself into.  "I can't believe I let a fucking 13 year old give
me a blow job" he said out loud to nobody.  "But damn that was a great blow
job" he thought, "but hell, it wasn't worth 20 years in jail".  He looked
out the window watching the sun go down envisioning the cops setting up
around his house getting ready to burst in and take him straight to jail.
He noticed it was now 7:20 and she wasn't here yet.  "Oh good, maybe she
changed her mind" he was thinking as he heard a soft knock at his back
door.

   Tom slowly got up and made his way to the back door, he opened it and
there stood Keelyn in a long coat.  That was curious since it was not cold
out but he didn't take too much notice as he looked around outside for the
cops.

   "Hey Mr.  Franke, sorry I am late, I wanted it to be dark so nobody
would see me" Keelyn said smiling up at her teacher as she entered his
house.  Mr Franke took one last look around outside and then quickly shut
the door and locked it.  "That was good thinking Keelyn, but outside of
school why don't you just call me Tom" "OK Tom, I didn't know that was your
name" she replied.  "You want a drink, here let me take your coat" he said
reaching out for the coat.  He pulled his hands back quick as she pulled
off the coat revealing a sheer nighty with see through panties.  "Oh my
god" he muttered as he took in the teen.  Her breast were wonderful and he
could clearly see a little bit of blonde hair around a perfect slit.  "You
like it" Keelyn asked as she turned around giving him a look at her ass. 
"It's amazing, your amazing.  Are you sure you are only 13?" "13 and a half
now" she said laughing.

   As Tom continued to look at the vision of pure beauty in front of him
the thought of cops completely left his mind.  "Why don't we go to my
bedroom and get more comfortable" he said taking her hand and leading the
way.  When they got to his bedroom she looked around, there wasn't much
decoration but there was a bed and that's all they really needed she
figured.  Mr.  Franke let go of her hand and started to take off his shirt.
Keelyn stopped him and said "here let me help with that" as she leaned in
and kissed him hard and deep.  "Shit" he thought as her tongue thrust into
his mouth.  "Is this girl good at everything" he wondered.  As they
continued to tongue wrestle she ran her hands up under his shirt rubbing
his abs and his chest.  She lightly pinched both of his nipples as she
nibbled on his tongue.  Tom ran his hands along her ass and then up to her
breast cupping a breast in each hand, only the thin fabric separating them.
Keelyn broke the kiss and pulled his shirt over his head, when he reached
for her she slapped his hands away and leaned in and sucked one of his
nipples in her mouth.  He reached around her and ran his hands down inside
her panties cupping her perfect ass in his hands.  As she worked her way
back up to his waiting mouth he puller the nightie over her head and cupped
her B cup breast in his hands.  As they kissed she undid his pants and let
them slide down his legs.  She reached inside his boxers and gripped his
hard dick in her hands slowly stroking him.  He reached inside her panties
and cupped her teen mound sliding a finger up and down her wet slit.  She
moaned as he pushed a finger inside her.  She started to drop to her knees
when he stopped her.  "Not this time girlie, right now I want that sweet
pussy of yours" he said as he picked her up and laid her on his bed.  He
pulled her panties off and lowered himself between her legs taking in the
aroma of a 13 year old cunt.  "When is the last time you have tasted a 13
year old pussy" she teased.  "I do believe today will be the first time" he
answered as he lowered his mouth to her waiting pussy completely covering
her muff with his mouth.  She could feel him sucking as his tongue ran up
and down inside her lips.  She moaned when he thrust his tongue inside her
opening and moaned when he moved up to her swelling clit and teased it with
his tongue.  She whimpered when he pulled off her pussy and grinned at her.
"You taste great babe, but my dick is going to explode if it doesn't get in
there.  He said as he climbed on top of her and slammed his throbbing
member into her pussy.  She grunted in pain as his huge dick violently
entered her young pussy going all the way in.  He stayed all the way in her
not moving letting her get used to the violation.  "Whats wrong keelyn,
never had a mans dick inside you?" "Oh Wow, I have never had anything that
big inside me, it feels like you are going to tear me apart" "Just relax"
he said as he slowly started to pump in and out.  As her breathing returned
to normal he sped his strokes up until he was popping all of the way out
and then all of the way back in bottoming out in her young body.  "OH shit,
I need to pull out, I am going to cum and I don't have a condom on" he
cried out.  Keelyn grabbed him by the ass and pulled him deep inside her,
"don't worry, I have been on the pill since I was 11" she replied as she
used her cunt muscles to milk his dick.  When he felt the pressure from her
pussy squeezing his dick he screamed and erupted, filling her pussy with
his cum.  Keelyn was close so she pulled him deeper into her as she
exploded in orgasm.

   "Holy crap, that was great" he said as he rolled off of her.  "So did I
earn that A" she asked laughing.  "almost" he replied as he pulled her over
on top of him and guided his dick back into her pussy.  "Oh, so we are
going again" she laughed as she sat up facing him bouncing up and down on
his rod.  Tom just laid back and watched her small tits bounce as she rode
him.  He couldn't believe a 13 year old was ridding his cock like a pro. 
He reached up and pinched both of her nipples and it sent shivers
throughout her body.  He pulled her down and took an entire breast into his
mouth sucking hard.  She yelped when he bit her nipple a little hard and
then moaned when he sucked the other nipple into his mouth.  She exploded
again when he started nibbling on her other nipple.

   She collapsed on top of him trying to catch her breath.  Tom rolled her
over and pulled her up to her knees and fingered her pussy and then guided
his still hard cock into her pussy.  "Oh shit, I don't know if I can take
more" she cried as he pumped into her now sore pussy and caressed her
smooth ass.  He spread her ass cheeks and fingered her rosebud with his
damp finger.  He was surprised when his finger slid inside her ass with
little trouble.  "Oh NO", she cried, "your too big for my ass" "Do you want
that A" he asked as he continued to pump her pussy and finger fuck her ass.
"I didn't bring any lube" she exclaimed as he sped up his dick and his
finger.  "crap she has done anal before" he thought, that idea excited him
so much he exploded in her pussy again completely filling her up.

   They both collapsed in exhaustion catching their breath.  "Keelyn, I
have some lube, I would really like to try and fuck your ass" "I really
think you are too big" she replied with fear in her voice.  "how about if
we get lubed up real good and I will let you control the pace and depth, if
it hurts you can pull off" "You promise I am in control" she hesitantly
asked.  "Yes, I don't want to hurt you"

   Tom returned with his lube and rolled her over.  He coated the outside
of her rosebud real good and then started spreading it inside her ass.  He
inserted 2 and then a 3rd finger in her ass as she moaned in pleasure.  He
then pulled one finger out keeping her ass spread with the other 2 fingers
and poured the lube into her ass.  "That should be enough" he said as he
helped her up to her knees.  He put the tip of his dick on her rosebud and
gently pushed.  It popped in with little trouble and she groaned a bit. 
"Does that hurt" he asked.  "Just a bit" she replied, "it is starting to
feel better" "OK, whenever you are ready go ahead.  I am just going to stay
like this and you can fuck your ass on my dick?

   Slowly she pushed back taking more of the monster in her ass, she
discovered it was not that bad as she started to rock back and forth.  Tom
just knelt there watching more and more of his dick disappear into a 13
year old.  "Damn, this is the hottest thing I have ever seen" he thought.
Before Keelyn knew it she could feel his pubic hair brush up against her
ass.  "OH shit, is it all the way in?" she asked in astonishment.  "You got
it all babe" he answered as she started rocking back and forth faster and
faster.  Tom reached around her and found her clit and started rubbing it
in circles.  "OH SHIT" they both yelled at the same time as they both
reached climax at the same time.  Keelyn could feel her ass completely full
of his cum as he pulled out of her.

   "I don't think I will be able to walk tomorrow" she said laughing as she
put her coat on over her naked body.  She picked up the nighty and turned
and kissed her teacher hard on the mouth, thanks for a great night she said
as she opened the door and slipped into the night.

   Keelyn's mom was waiting for her when she walked in the door.  "So, how
was it?" she asked as Keelyn walked in the door.  "MOM, I think he split me
in two" she answered dropping to the couch.  When she sat down her coat
opened and her mom could see she was naked.  "You didn't even bother to put
clothes back on?" she asked.  "I didn't have the energy, plus I didn't want
to get your nighty and panties all covered in cum, Gloria looked down at
her naked daughter and could see the cum running down her leg from her
pussy and her ass.  "I see you let him cum in your ass too" she said.  "He
came a few times in my pussy and then my ass, it feels like I have 3 pounds
of cum in me" she replied.  "Honey, your getting cum all over the couch."
Gloria said as she wiped some of the cum off her daughters leg and tasted
it.  "Yum, he taste good doesn't he" she asked.  "Yes, I don't know why cum
taste different but his was delicious" Keelyn replied.  "OK now I have to
taste it" she said as she pulled her daughter up off the couch.  "What are
you doing Mom" Keelyn asked as she was led to her moms bedroom, "I am going
to clean you up" Gloria answered as she laid down on her bed.  "Now get up
here and put you legs on either side of my shoulders.  That's is, now lower
yourself a little" Keelyn still had not caught on to what her mom was doing
until she felt her moms tongue slide into her pussy.  Keelyn moaned as her
mom sucked the cum out of her pussy.  Gloria reached up and stroked her
daughters clit saying "cum for mommy, it will push more of his seed out" as
she put her tongue back in her daughters teen pussy and stroked her clit
even harder.  Keelyn exploded in another orgasm as her mom lapped at her
worn out pussy.  "MOM that's enough, my pussy can't take anymore" Keelyn
cried, "OK babe, I think I got most of it" Gloria said.  Keelyn cried out
"MOM now what are you doing" as she felt a tongue rub against her asshole.
"Your ass needs to be cleaned too" Gloria said as she slid her tongue into
her daughters ass.

   After a couple minutes Keelyn collapsed on her moms bed completely
exhausted.  Gloria helped her daughter to the bathroom where she gave her a
bath and helped her get into bed.  "Looks like getting an A is hard work"
Gloria said as she turned out the lights.