Note: This story was dynamically reformatted for online reading convenience.
 
 Shannon sighed as she glanced up at the clock over her teacher's desk.  It
was only 2:22 and there was still over half an hour of class left. 
Returning her eyes to her teacher she let her mind wander as she imagined
herself giving her virginity to him.  She knew she should be thinking about
boys her age, but something about him just captivated her, perhaps it was
those piercing blue eyes.  Her hand drifted beneath her desk pressing
firmly into the fabric of her pleated skirt.

   With a start she realized Mr.  Johnson was calling her.  A blush
immediately rose in her cheeks as she feared she had been caught.  As he
repeated the question, Shannon sighed in relief, though the blush just
wouldn't fade.  She quickly responded to his question hoping that everyone
would assume the heat in her cheeks was due to her being ashamed of not
paying attention and not for what she had been doing.

   As Mr.  Johnson turned back to teaching the class, Shannon shook her
head.  What was the matter with her; these thoughts just kept pushing their
way into her head.  As the thoughts tried to push back into her head again,
she groaned and stole another glance at the clock, the hand slowly inching
towards three.

   Finally, after what seemed like an eternity the bell rung signaling the
end of the day, Shannon stacked her text books neatly and slipped them into
her bag.  She took her time, fighting the urge to jump up and race out of
the classroom and find a private place to relieve herself from the feelings
her daydreams had caused in her.

   ***

   Mark watched as his students filed out of the classroom, his eyes
lingering on the backsides of the female students.  Shannon brought up the
end of the line, her wide hips filling her skirt nicely.  As he looked at
her backside he could feel his cock stiffen in appreciation.  He thought
back to the middle of class when he had called on her.  He was willing to
bet she was fingering herself under her desk, and wondered who she was
picturing.

   Briefly he considered calling her and holding her after and blackmailing
her with her grade, but he had noticed the she blushed during class only
after looking at him.  If he was right and she was having thoughts about
him, he wanted to play this smarter.  As she exited the classroom, Mark
crossed the room to the closet where his leather motorcycle jacket was
hanging.  As he shrugged it on, a smile formed as an idea came to his mind.

   As he headed down the hallway he passed by the bulletin board holding
the important school notices.  At the moment there were only three fliers
on it.  The first talked about prom, coming up in a few months.  A slightly
smaller one talked about scholarship opportunities.  Neither of these
really caught his eye but he chuckled as he read the third one warning that
the police suspected that a pedophile might be present in the community. 
"If they only knew." He muttered to himself before continuing on down the
hallway towards the teachers' parking lot.  Halfway down the hall, he
noticed Shannon step out of the girl's bathroom and head back towards him
and ultimately the buses.  As they passed by each other, Mark pretended not
to notice the rising color in the girl's cheeks.  After she was out of
earshot Mark smiled, feeling his suspicions were confirmed.  "Not to worry
it won't be long." He said towards the 16 year old's back, but far too
softly to be heard.  As he pushed open the doors to outside Mark blinked in
the bright sunlight and headed towards his bike.  As he got on he glanced
over at the closest group of three buses and saw Shannon get on to the last
of them.  As his plans continued to take shape in his mind he ignored his
stiff cock for the time being, he made a quick phone call before he turned
the engine over and pulled out of the parking lot.

   ***

   After only a short drive he pulled into the parking lot of a motel. 
Parking his bike next to the minivan with stickers with Shannon and her
sister Lily's name on it, he smiled as he remembered singling Carol out at
the bar where they met specifically because he saw her get out of the van.
As he swung his kickstand down, a woman stepped out of the van, the key to
the motel room in her hand.  Mark got off the bike allowing himself to take
in the woman's red hair and the curves of her body.  Taking the key from
her hand he opened the door and pulled her through, shutting the door
behind them.

   As he eyed the outfit she was wearing, the tight blouse and short skirt
she wore to work as a waitress in the seedy bar.  It fit her much more
snuggly than it needed to and rode high up her thighs.

   "Looking to bring in large tips at work again I see?" he teased as he
pressed her roughly up against the wall, his lips meeting hers hungrily.

   Carol met his kiss with an equal hunger before breaking away to answer.
"I need the money." She reached down to work at the button and zipper to
his jeans, her desire clear on her face.

   Mark had talked to her about this before as well as the reason for them
meeting at the hotel rather than one of their houses.  Reaching under her
skirt he pressed his fingers into the damp spot on her panties before
taunting her with "And what would your daughters say to your teasing men
with your body.  Didn't you tell me you were teaching them to be proper?"

   Immediately he saw the color bloom in her cheeks at the shame of her
hypocrisy.  Grabbing the thin fabric of her g-string in his hand he tugged
at the fabric while turning and pushing her towards the bed.

   As Carol fell onto the bed, her panties tore away in Mark's hand.  The
roughness he was using excited her.  Though she'd never admit it to anyone
else she had found she liked it when he took what he wanted from her.

   "They'd be shocked to see what a slut their mom is.  I can see why you
meet me here instead of at your house." Quickly he moved over her and
pushed his pants down freeing his cock.  Without an attempt at foreplay he
moved over her, knowing that she was already wet for him.  As he was about
to push into her Carol spoke in a panicked whisper.

   "Wait, I'm fertile.  Shouldn't you use protection?"

   Mark gave her a look that clearly conveyed that he'd be doing whatever
he damn well pleased before pushing down into her.  He fucked her roughly
and despite his only focusing on his needs the slut beneath him was already
in the midst of her third orgasm before he felt himself release his sperm
into her.

   As they cleaned up and got dressed Carol tossed her panties in the
trash. "I guess I'll have to go to work without panties now." As Mark
smiled she hissed "That was your plan all along - to keep me thinking of
you all night."

   As Carol's phone rang, Mark glanced at his watch as he pulled his pants
back up.  It was 3:33.  He zipped up his pants and turned towards Carol
pretending not to listen to the conversation on the phone.  Seeing the look
on her face he sat down on the edge of the bed.

   "What's the matter?"

   "That was the sitter I had hired.  I don't like leaving my girls alone
since the school sent home those fliers about their possibly being a
pedophile here." She sighed and started dialing numbers on her phone. 
"Looks like I'll have to call in sick to work." She paused an idea
occurring to her "Unless I could ask you a huge favor?  We've been dating
for several months and I trust you."

   "Sure.  I'd be glad to help out."

   ***

   As Mark watched Carol pull out of the lot he smiled.  Everything was
going according to plan.  He revved the engine before turning the other
direction out of the lot towards her house.

   ***

   A few minutes later he was parked in front of their house.  As he
stepped on to the porch the wind blew, ringing the three sets of wind
chimes hanging on one corner.  The chimes were labeled one with each of the
girl's names, and one with their mothers.  Mark noticed that Carol's looked
used and dirty while the girl's still shone as if brand new.

   Only moments after Mark rang the doorbell, Shannon opened it.  Her
cheeks blushed lightly again, as she remembered the episode in class, to
match the color of her hair.

   "Hi Mr.  Johnson.  Mom called to let us know you were coming over."

   Mark noticed right away that Shannon had changed into a shorter skirt
and a tighter t-shirt.  Her breasts strained through the fabric of the
shirt.  Figuring the girl had changed into it after her mom called Mark
shook his head.  It seemed she would be easy to get into bed.  Looking past
her he saw Lilly.  The thirteen year old was dressed in a t-shirt that
actually fit her, unlike her sister, and while the jeans did show some
curves under them, her hips had just started to widen.

   After a quick dinner Lilly asked to be excused to her room to play her
new computer game.  As the younger girl went to her room, Mark and Shannon
moved over to the couch to watch television.

   "Mind if I turn on the game?" Mark asked as Shannon sat down next to
him.

   "Not at all."

   As he flipped on the game Mark glanced over at the girl hearing her
breathy reply.  "So what were you thinking of in class?  You seemed a bit
distracted."

   "What?" Shannon's turned a deep red "Nothing." She stammered.

   Mark slid over next to her and leaned over to whisper in her ear.  "I
think you were thinking about me."

   As the girl dropped her eyes the blush turned even deeper.  Reaching
under her chin he brought her eyes up to meet his.  "Tell me, were you
thinking about me?" Looking down at her Mark saw the girl's nipples pushing
against the tight fabric of her shirt.

   "Yes." Her voice trembled.  Mark could tell that she was nervous about
admitting it, but also that she wanted to at the same time.  Just then the
announcer on the TV called out Zetterberg shoots ...  he scores!

   Mark leaned in and gently kissed Shannon.  At first she just let him
kiss her, but then she pushed her lips back into his, her tongue pressing,
trying to gain access to his mouth.  Only too happy to oblige Mark opened
his mouth further to allow her access.

   Mark's hand drifted to the girl's breast, longing to feel them. 
Zetterberg shoots ...  a glove save by Hiller.  One of the stairs creaked
as Lilly came back down from her bedroom and the couple snapped apart. 
Lilly went to the kitchen to get a drink and headed back up to her room.

   Shannon's breath ragged from the kiss and almost getting caught, she
watched her sister head back up to her room.  "That was close." She said
before gasping as Mark's hand slipped under her shirt.  She leaned back
allowing his hands to roam.  "God that feels good." She sighed.

   "You've never done this?" Mark asked a bit surprised.  His cock twitched
at the implication.

   "No I've never even been kissed."

   "I could do this better without the shirt.  Provided you think Lilly
won't come back down."

   Shannon glanced at the stairs, thinking.  "No she'll not be down for
awhile at least." She quickly shrugged out of her shirt, revealing that she
was not wearing a bra as Mark had already suspected.

   Lowering his head Mark sucked gently on the girl's breast causing her to
moan softly and arch her back.  While she leaned back against the arm on
the couch, Mark took the opportunity to slip his hand under the girl's
skirt.

   He lifted his mouth off the girl's right breast causing her to whimper
and raise it back towards his mouth.  "Why you are all wet.  What a naughty
girl.  What would you're mom think?" He chided, working to push the girl's
panties down.  It wasn't long before her hands were there with his, helping
him expose her pussy.

   Zetterberg takes the pass of the board, a quick shot...  goal!

   Gently Mark eased the girl's legs apart and slipped a finger part way
inside her.  She looked into his eyes with a look of such contentment.  As
he ran his thumb over her clit she saw his cock twitch inside his pants
once again.  With a naughty grin at him she got on her knees on the couch
next to him, and tried with trembling hands to undo his pants.  Finally
with some help she was able to push them to the floor.

   As Mark slipped a finger back into her, Shannon reached out with shaking
hands to unbuckle his pants.  Once his cock was free he lowered her mouth
to it.  She kissed it lightly before opening her mouth and taking part of
it in.  Mark rewarded her with rubbing her clit more directly.  The two
were so engaged in their activities that they did not hear the stairs
creak.

   "Shannon!" Lilly could see the position the two were in and had an idea
of what they were doing.  As Shannon pulled her head up she saw Lilly's
willowy legs as she continued down the stairs.  As she moved into the room
Mark noticed that her toenails were painted a girly pink with childlike
sparkles.

   "Please don't tell mom." Shannon's voice was desperate.

   "Why shouldn't I?"

   Mark looked at the girl, trying to gauge her intentions.  She hadn't
bolted at the sight, and even seemed to be intrigued by the sight of his
exposed cock Perhaps he could work this out.

   "I can see that you are curious about sex."

   Lilly shook her head as she started to speak, but color started to form
in her cheeks.

   "No mom said that good girls don't think about sex."

   "Don't you think your sister is a good girl?"

   "Well, I thought so.  But mom said sex is bad."

   Mark saw the girl's eyes wander between his cock and her sister's pussy,
it seemed she just couldn't look away from the two.

   "What if I told you your mom was wrong.  Isn't that right Shannon?  Tell
Lilly how you felt."

   Shannon's eyes widened in shock.  "I can't she's my baby sister."

   "Hey I'm no baby!"

   "What if we let you join in?  Let you prove that you aren't?"

   "What?' Shannon seemed shocked at the idea that her sister would even
consider such an idea and looked at Mark like he had lost his mind.

   The younger girl considered briefly before reaching down and unzipping
her jeans.  "I suppose, after all you're a teacher.  And teachers tell the
truth" the girl said with the certainty the only comes from naivety.

   Zetterberg hits a slapshot, putting it into the upper right corner!

   Mark lowered Shannon's head back to his cock.  "Lilly stand over us" he
directed.  As Shannon began to suck once more, Mark was able to press his
lips to Lilly's smooth mound.  In only a few minutes he had her squirming,
and Shannon's pussy contracting around his finger as she was brought to
orgasm.

   The girls attempted to catch their breath as Mark laid Lilly on the
floor and positioned Shannon over her in a 69 position.  "Now if you two
want me to continue, you'll lick each other." The girls wasted no time
bringing their mouths to each other's pussies.  With a grin the teacher
moved around behind Shannon lining his cock up with her exposed slit. 
Without warning he slid carefully into her.  The girl hissed in initial
pain and he waited for her to adjust to him being in her.  When she lowered
her head back down to her sister, Mark began slowly fucking the teenager.
Each thrust took him deeper into her.

   "Oh God yes." She mumbled over her sister's pussy.  "It's even better
than I imagined.  Fuck me hard Mr.  Johnson.  I want to be a naughty girl
for you."

   Mark picked up his pace at her request, using her more like a slut and
less like a lover.  However he knew from the girl's tightness he wouldn't
last long, especially with the younger girl occasionally finding his cock
with her tongue.  After only a few more minutes he grabbed Shannon's hips
and pushed deep into her, spilling his seed into her unprotected belly.

   As he pulled out, some of the cum dripped down onto Lilly's face.  She
blinked before sticking her tongue out to lick it from her face.  A grin
spread over her face as she climbed out from under her sister to move to
Mark's cock and put her lips around it, licking the remnants of his
experience with her sister off.

   "You evidently paid attention" Mark commented as he felt his cock
respond to the girl's tongue.

   The girl grinned mischievously at him as she turned around presenting
her pussy to him on her hands and knees.  Mark didn't need asking twice
moving quickly to take the thirteen year old.

   ***

   The girls had sex with Mark several more times over the evening with
each of them taking a load in their mouth, their pussy and their ass. 
Finally at 1:11 in the morning Carol came home.  Mark had lost track of
time and was currently fucking Lilly doggy style again when Carol walked
into the room.

   "Oh my God!" she screamed seeing her baby girl fucked.  Then she saw her
oldest fingering her own cum covered pussy.  "What have you done?"

   Mark looked at her his eyes penetrating hers.  "I have made them my
sluts, just like their mom."

   Carol hadn't taken her eyes of him fucking Lilly.  "You're...  you're
the pedophile they were warning us all about..." However she found she
couldn't move towards the phone, she just stared at her children being
used.

   "Guilty as charged." Mark said with a grin.

   "You fucking bastard.  I trusted you!" Carol's face turned red as she
thought ways to hurt him.

   "Mom, It's no big deal!" Shannon said

   "Shannon, take off your mom's skirt."

   As Shannon moved to obey, Carol made no attempt to stop her numbed by
the sight of Mark's large cock pushing into Lilly's tiny cunt, causing her
belly to swell slightly.  As the skirt fell to the ground Shannon gasped.

   "You are not wearing any panties!"

   Carol blushed at the accusation.

   "Mark made me." She tried to defend herself but Mark cut her off.

   "Shannon please tell me if she is wet."

   Shannon reached between her mom's legs lingering a bit before answering.

   "Soaked."

   "As I thought." Mark said "You're turned on by my using Shannon and
Lilly aren't you?"

   Carol dropped her head, her face crimson.  Mark barely heard the reply
from her.

   "Yes."

   "I thought so, you are nothing more than a slut.  Turned on by your own
daughters getting fucked." As he threw the insult at Carol he came inside
Lilly.  Pulling out he hissed at her "Get over here and clean her up."

   Carol found herself walking over to where Lilly was.  As the girl rolled
over onto her back, her mother blinked as she realized her mouth was inches
from her daughter's cum filled pussy.

   Mark's hand smacked Carol's ass.  "Do as you are told slut."

   Carol's head instantly snapped down, her tongue gingerly touching
Lilly's abused pussy.  With one more look over at Mark she hisses "I didn't
want them to wind up like me."

   "Well lucky for them, I did.  And whether you admit it or not, you did
too.  Your cunt is dripping at the sight of what I did to them."

   Within moments though as Lilly began to respond to her mother's licking;
Carol's body betrayed her further.  Her tongue probed deep into her
daughter, seeking the cum that she craved.  Moment's later Shannon moved
behind her mother to lick at her pussy as Mark slid into the teen once
more.