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   Candy & Lace Part 3 by The Razor's Edge

   Marcia arrived about 8:30.  She was wearing shorts and a tee.  She was
carrying the plastic shopping bag from this afternoon.  She was exotic;
always thoughtful; always demure.  Candy had already changed to the tee
that she bought.  She was also wearing shorts.  They went into the living
room and sat on the sofa, ready for the show to begin.  Both were very
pretty little girls.

   Lace came into the room.  She was wearing one of my really long dress
shirts.  It came down to mid thigh.  The hem was curved as dress shirts
often are.  Two buttons were undone.  I could tell she wasn't wearing a bra
but being a 34 it really didn't matter.  Her nipples were hard.  I'd bet
she had massaged them just for tonight.  Her hair was slightly tousled, her
feet bare.  She looked as sexy as hell.

   Lace greeted Marcia.  "Hi Marce!"

   Marcia looked up at Lace.  I saw the look of "WoW" on her face as she
let her eyes roam over Lace.  "You look awesome, Mrs.  Peters."

   "Thanks.  You look good too.  I thought I'd just wear something
comfortable.  Did you bring the skirt?" Marcia dug in her bag and retrieved
the pink skirt.  "See, isn't it cute!"

   "Yeah, it is." Lace held it up.  "Are you sure you can wear it?  It is
awfully short."

   Marcia spoke quietly, reflecting.  "I don't mind.  I like short skirts.
They're sexy." She looked at me and smiled.  Her eyes fell, shyly.  What
did a 12 year old know about "sexy" I wondered.  Maybe I wasn't paying as
much attention as I should have to Candy.  What did these little girls know
about sex?  How much did they know?

   "You'll have to be careful.  People will see your panties," Lace
giggled.

   Marcia revealed she was much more mature than I thought.  "That's okay.
Lot's of girls flash their panties.  I see them all the time when they sit
down.  What's the use of having nice underwear if you can't show it off? 
The other day I was at the park and two girls were lying on the grass in
skirts.  You could see everything.  They didn't care.  It was neat."

   Really, I thought.  Where the hell was I?  I had to know what else she
thought was sexy.  Should I ask?  Why not?  It was only us.  "So, what else
do you think is sexy, Marce, besides short skirts?"

   She pondered for a minute.  "I ...  I don't know.  I guess short tee
shirts.  And ...  and going braless.  That's sexy too." She glanced at
Lace. Lace was braless; everyone knew.  Was it a suppressed compliment?

   Lace smiled at her.  "Do you ever, Marce?  Go braless, that is," she
quietly asked this little Lolita.

   "Well, sometimes," Marcia admitted shyly.

   "Oh, that's cool," Lace said, seriously.  "When you go braless you
should leave a couple of buttons undone.  That's really sexy," Lace
continued.  Marcia's eyes lowered, looking at her chest.  "Yeah, I do that
sometimes too but please don't tell my mom, okay?  She'd freak out."

   "Now, why the hell would we tell your mom if you wanted to look sexy," I
told her.  "It's natural to want to look good.  Girls like people glancing
down their shirts to try and see their tits.  It makes them feel girly." I
wondered if the word "tits" would upset her.

   Apparently not.  "You sure know a lot about girls, Mr.  Peters.  I don't
think my dad or mom know about growing up like you do.  It's cool talking
to you guys." This was encouraging.

   Marcia didn't mind talking about panties, bras and dressing sexy. 
"Thanks, Marce.  By the way, your secrets are safe here." I wondered what
else she brought.  "What else is in the bag?" She pulled out a silky,
button-down shirt.  It was pale blue.  It matched the pink skirt perfectly.


   "Just a shirt.  I just wanted to know if you guys liked it.  Will it
match the skirt?"

   Lace held up the shirt too.  "Yeah, I think they'll match perfectly. 
You should try them on.  We'll be able to tell better."

   "Okay, sure," she quipped.  "Where should I change?"

   "Just go around the corner to the dining room," I suggested.  "No one
will peek."

   Marcia giggled.  "Okay."

   She returned after a minute.  The shirt was unbuttoned two buttons from
the top.  She looked gorgeous.  You could just see the little rise in her
chest through the fabric.  I was sure she had removed her bra.  At least I
hoped so.  Could I detect the little brown areola through the material?  I
wasn't sure.  The skirt was a little higher than mid thigh.  It was no
longer than a cheerleader's skirt.  She had bare feet.

   "Marcia, do you mind but I just have to take a picture of this?  Is that
okay?" I asked.

   "Sure", she said.  "What's a fashion show without a camera?" She
giggled.

   I took a few pictures.  She posed nicely.  She tilted her head, she
smiled that beautiful smile.  She sat on the sofa.  She crossed her legs.
She looked pensive.  The girls were all giggling.  She lay on the sofa. 
Her skirt rode up a little.  She bent her leg and looked sexily into the
camera.  I took about 15 pictures.  She was having a great time.  We were
too.

   She got up from the sofa and took up a pose near Candy.  I was about
ready to take some shots of both girls when Lace stood up.  "I want in the
pictures too!" she pouted.  I took several pictures of the three girls.  It
was a digital camera so I was able to show them off right away.  I could
tell Lace was nervous.  She had never done anything like this before, so I
took my time.  They all looked very sexy.  I needed more.

   Lace was is the middle.  She put an arm around each of the girls'
waists. All were posing, having a great time.  They were giggling and
making comments about the pictures.  "Oh, this one is good." "What a sexy
group." "Oooh, Marce is showing too much leg." Giggle, giggle.

   Lace raised her arm that was around Marcia's waist and put it over the
girl's shoulder.  Her hand rested on the front of Marcia's shirt.  I took a
few more pictures.  I showed them to the girls again.  More giggling.

   I noticed Lace's hand moving slightly.  It looked as if her hand was
resting on Marcia's tit.  I couldn't be sure.  Marcia said nothing.  She
looked up at Lace and smiled.  I was still taking pictures.  Lace's hand
went further down and surreptitiously unfastened the third button on
Marcia's shirt.  She raised her hand slowly.  Then, without warning, she
unabashedly cupped Marcia's tit through the shirt and squeezed gently, her
hand lingering.  After a moment she raised her hand again to the little
girl's shoulder.  Again, Marcia said nothing.  She again looked up at Lace
and smiled.

   Candy wanted to watch.  "Daddy, take some of just mom and Marcia." She
went and sat down on the sofa-chair, watching.  She crossed her legs and
rested her chin on her arm.  I could tell Lace was getting hot.  Her
expression was seductive.  Her hand went to Marcia's chin.  Marcia looked
at her.

   "You're beautiful Marcia.  I just have this urge to kiss you.  Can I?"
Lace whispered to the little 12 year-old.

   Marcia just looked at her, smiling.  "If you want to.  I don't mind."

   There was no more giggling.  The air was tense.  Lace tipped Marcia's
head back slightly, bent down and gave her a kiss on the lips.  It wasn't
long, but it was very erotic.

   "You're very, very pretty Marcia," Lace said huskily.

   Lace was no longer timid.  She again lowered her hand to Marcia's shirt
and began fondling the little girl's tiny tit through the material.  There
was no pretense now.  Then she kissed her again, longer this time.  After
the kiss Marcia's eyes lowered, watching Lace's hand.  She had no
expression at all.  I took more pictures.  Marcia looked at me, dreamily.
She again looked up at Lace.  Again she smiled.  Lace calmly moved her hand
inside Marcia's shirt.  Lace was now caressing Marcia's partially exposed
bare tit.

   Again Lace whispered to Marcia.  "I just had to feel your tit, Marce. 
It's nice and firm.  Your nipple feels really nice and puffy."

   Marcia again smiled at Lace.  "Its okay, Mrs.  Peters.  It feels good
when you touch it.  I kinda like it.  I like it when you kiss me too."

   I glanced at Candy for a reaction.  She just sat in her chair, watching
intently.

   "Let's go sit on the sofa," Lace suggested.  "I'm tired of standing."

   Lace and Marcia sat down on the sofa, very close together.  Candy and I
could both see their panties.  I glanced at Candy again.  Still no
reaction. She was quietly watching, entranced.  Lace had her arm around
Marcia's shoulder.  She looked at me, seductively.  Her hand went to the
hem of the long shirt she was wearing.  She raised the hem up her legs. 
Then she reached over and unfastened the remaining two buttons on Marcia's
shirt.  Marcia watched Lace's fingers.  Her expression was now one of
excitement.  Her breathing increased.

   Lace's voice was husky and low.  "Do you ever play with your little tits
at home, Marce, by yourself?  Do you sometimes run your fingers over the
little nipples, just to play with them?"

   "Yeah, sometimes," Marcia whispered, breathing a little more rapidly. 
"It feels good but not as good as when you do it."

   My cock was hard.  I was going to need some relief soon or I'd cum in my
shorts.  This was too erotic.

   Lace's voice was seductive, husky.  "Show us, Marce.  Show us how you
play with them at home."

   Again Marcia gave Lace that wistful smile.  Her hand went slowly inside
her shirt.  She started playing with her own little tit.  Lace reached up
and pushed the material of her shirt away so we could all watch her
self-caress.  All eyes were on Marcia as her fingers gently brushed over
the puffy nipple.  Then Lace removed the other side of the shirt.  Marcia's
tits were now fully exposed.  Candy was right.  Her tits were forming
perfectly, with brownish, puffy areola.  Her nipples were getting hard but
weren't big enough to fully protrude.

   "They're beautiful," Lace whispered.  "You're very sexy, Marcia.  I love
the way you play with your tits.  It gets me hot."

   Marcia looked down at her hand caressing her tit and smiled.  Marcia
looked at Lace.  She licked her lips.  Her voice was soft, seductive.  "If
you're hot, why don't you take off your shirt, Mrs.  Peters?  I'd ...  I'd
like to see your tits too," she admitted boldly.

   Lace smiled at her.  She raised her ass off the sofa and released the
shirt.  Then slowly and deliberately she started to unbutton it.  Her tits
came into view.  Her nipples were extremely hard, standing out nicely. 
Marcia looked wide-eyed at Lace's chest.

   "Yours are really nice too, Mrs.  Peters."

   Lace took one of Marcia's hands and placed it on her tit.  She then took
Marcia's finger and began to caress the end of her nipple with it.  All of
us were watching Marcia's finger trace over it.

   "It sooo hard and rubbery.  It feels neat," the little girl commented,
with uncharacteristic enthusiasm.

   Lace again reached for Marcia's chin, tilted it up and kissed her while
the little girl continued to fondle Lace.

   "I really like it when my tits are sucked, Marcia.  Would you suck one
for me?  Run your tongue over the nipple."

   "Yeah, I'd like to do that," Marcia commented, with exuberance.

   She slowly bent down and began to suck and lick Lace's now rock hard
nipple.

   "Ummmm, that feels good, Marce.  You do that really nice, baby," Lace
cooed.

   Marcia's hand went to Lace's other tit.  She started fondling it.  While
Marcia was bent over Lace removed the little girl's pale blue blouse
completely.  Marcia was now nude from the waist up.  She was incredibly hot
looking.

   It was captivating, watching this girl child suck and lick Lace's
extended nipple.  Lace looked down at Marcia.  "You know, we should get
Candy involved in this fashion show.  We did promise her.  She turned to
Candy.  Why don't you try on a pair of the new panties we bought, baby?

   "Well, okay", Candy replied, a little apprehensive.  She rushed up to
her room.  While she was away Marcia came up for air and sat back, her
little breasts fully exposed.

   Lace wanted more.  "I've just have to kiss one of yours too, Marce. 
They're beautiful." She bent down and took the small pear-shaped globe into
her mouth and sucked.  Marcia's head went back on the sofa, her eyes
closed.

   In a few minutes Candy came down the stairs slowly, a little timid.  She
was wearing her new tee and a pair of pale blue silk panties.  They were
very thin.  I could make out of the folds of her little slit through the
fabric.  Lace stopped sucking Marcia.  Lace and Marcia looked at Candy. 
She was stunning.  The way she walked down the stairs, slowly and
determined, was turning me on.  It was like a mini lingerie show.  I
whispered to myself, "absolutely magnificent." I think Candy heard me.

   "Oh doll, you're beautiful", I said.  "Let me take your picture."

   "Okay", she replied, still a little bashful.  I took several shots of
her, on the stairs and in the living room.  She took up very sexy poses.  I
was excited beyond belief.  I was even bold enough to get close-ups,
framing her just so I could enhance the see-through portion of the crotch
of the silky panties.

   "God, you're beautiful, Candy" Lace whispered, seductively.

   "You too, mom", Candy said shyly.

   I needed to see Candy's ass in those sexy panties.  "Candy, turn around
slowly so I can see all of you." Candy made a very slow 360 degree turn. 
For the first time I saw her little ass through the thin material.  I took
more pictures.  Her ass was perfect.  The pictures would be erotic.

   "What a beautiful little butt," I whispered.

   Candy beamed.  "Really?  Thanks, daddy."

   "I just have to feel, baby," I told her.  I went over and knelt down
behind her.  Her ass was beautiful, fully exposed through the silky-smooth
see-through material.  I started to caress the fabric, gently and slowly.
My hands went to her waist and I turned her.  Now her tiny slit was
directly in front of me.

   Candy looked at her mom.  Lace was kissing Marcia, long and slowly, both
playing with each others tits.  I started to caress the front of Candy's
silky panties.  As I did she removed her little tee.  She did it on her
own, without encouragement or comment from me.  I was shocked but excited.
I looked up.  She had the tiniest little bumps for tits.  Her nipples were
just starting to enlarge.  They were very pink.  After she put her new tee
aside she ran her hand over her nipples.  Her hand then went down and she
smoothed the silky fabric of her new sexy underwear, not two inches from my
face.  I moved back and took more pictures as she was fondling her little
tits.  I couldn't help it anymore.

   I was excited and hard.  "Put your hand inside your panties, baby.  I
want to take another picture of you ...  of you playing with yourself. 
Okay?"

   She simply smiled at me.  Then her hand slowly traced inside the silky
material.  I waited.  Finally I could see her finger running up and down
her slit.  She was smiling at the camera, very sexily.  I took more
pictures.

   Marcia and Lace broke their embrace, watching Candy as she ran her
finger inside her panties.  Then Marcia rose from the sofa and slowly
unzipped her skirt.  It fell to the floor.  Her panties were also silky and
all white.  She walked over to Candy, as Candy played with herself in front
of me.

   Marcia stood beside Candy.  Now both little slits were right in front of
my eyes.  Marcia looked right into Candy's eyes.

   "Kiss me," she said to Candy.  It was a very simple request.  Then the
two little girls first hugged.  Then they kissed, lips to lips.  Their
tongues encircled with one another.  It was soooo hot.  It was obvious that
these two pre-teens knew a lot more about sex than I had ever imagined.  It
was also obvious each had kissed before but perhaps not each other.  So
young; so erotic.

   The kiss broke.  "I've ...  I've wanted to do that for a long time,"
Marcia confessed to Candy, quietly.  "And it's so wicked doing it in front
of your mom and dad.  I like kissing you." Her head went forward again. 
She kissed Candy a second time.  Again, a French kiss.

   I glanced at Lace.  She was poised, slowly drawing her finger over her
cunt lips through her own panties, dreamily watching the two little girls.
The girls didn't notice.  The second kiss broke.  Candy looked down at
Marcia's body.  Her hands went to Marcia's breasts, her thumbs running over
the puffy nipples.

   "I love your puffy nipples," Candy told her little friend.  Candy seemed
so mature now.  So sexy.

   "Thanks," she whispered.  Marcia's hand went to Candy's chin.  She
raised Candy's head.  "And I like your pussy.  And I want to feel it."

   Candy said nothing.  Marcia's hand slowly traced over Candy's flat chest
then lowered to the little girl's panties.  She gently snaked her hand
under the elastic.  Her fingers reached their goal.  She began to slowly
run her fingers over the tiny our daughter's little girl slit, all the time
looking into Candy's eyes.  "I've wanted to do this for a long time.  Ever
since I met you I've wanted to feel your pussy."

   Candy just smiled at her.  She didn't know what to do or say.  This was
something new, something that made her feel good.  "It feels good," Candy
admitted quietly.  "I like it when you play with me.  I've never felt this
way before.  Are you a lesbo?" she asked her little friend.

   "I don't know if I am or not.  But I do know this is fun, isn't it?"
Marcia whispered, breathless.  "Do me too.  Feel my pussy, Candy.  Put your
hand inside my panties and rub my pussy too." She looked at me.  "And it's
sooo cool feeling each other right in front of your dad.  Your dad and mom
are sooo cool."

   Candy's hand snaked into Marcia's panties.  "Ooh, your slit feels so
slippery.  You're so wet." The two girls giggled again.  Then they turned
toward me, smiling.  I knew they wanted a picture of this mutual
masturbation so I immediately shot it.  How erotic!  It was a picture of
the century.

   I glanced at Lace.  Now she had pulled her panties aside, stroking her
cunt rapidly, watching the two little girls threw squinted eyes.  The girls
glanced at her also and giggled.  "Your mom's fucking herself," Marcia
whispered to Candy, all grown up.  "She's gonna make herself cum." Marcia's
hand was moving more rapidly in Candy's panties.

   "I ...  I wanna cum too.  Make me cum, Marce," Candy told her little
friend.

   "I will someday, baby," Marcia replied.  "But right now let's watch your
mom.  It's sooo cool watching her fuck herself." Both girls went over and
sat on the sofa on each side of Lace, both enraptured by Lace's strokes.

   "Isn't it neat watching her?  See how open her pussy is?  Oh, man, this
is fun.  I've never watch a woman masturbate before.  You're mom is sooo
cool, Candy."

   Marcia looked at Candy, smiled, and then lowered her mouth to one of
Lace's tits.  She knew exactly what to do.  She started licking Lace's
nipple, caressing the nub with her pre-teen tongue.  Candy took the hint.
She started licking the other tit.  Then it happened.  Lace's face
scrunched up.  He head went back.  Her hips arched.  "Oh God!  I'm fucking
cumming," she wailed.  "I'm cuuummming.  Oh God!"

   I was taking pictures.  Many pictures.  What a turn on!  Finally, Lace's
orgasm subsided.  She was shaking as the two little girls continued their
tongue caresses.  "This is heaven," she finally whispered.  "This is the
best ever." Her hand gently continued to massage her pussy.

   "This was sure fun," Marcia whispered to no one in particular.  "How
cool is that, watching your mom cum?  We ...  we should do it again
sometime soon.  But you know what?  It's ...  it's getting late.  I should
call my mom.  It's almost 10."

   I wanted this night to last forever but I was also a realist.  I knew
there would be other nights.  It was almost a relief that Marcia had to go.
I needed release.  I was as horny as I ever had been in my life.  Marcia
picked up her skirt and padded through the living room wearing only the
unbuttoned shirt and her underwear.  She went to the kitchen.  She called
home.  "Mom, we're finished playing here.  Can you pick me up?" Silence. 
"Okay, see you in five minutes."

   When Marcia came back she was wearing her new mini-skirt.  "I had a real
good time tonight, she said to no one in particular.  Thanks for having me
over.  Her eyes again were downcast." Lace looked up at her dreamily. 
"We'd like to have another fashion show sometime soon, Marce.  We had a
good time too.  You're very, very sexy."

   She smiled at Lace.  "I'd like that too.  This was fun tonight." Marcia
sat down and started to button her shirt.  Lace got up from the sofa. 
"Candy, we've got to go upstairs before Brenda arrives.  "Night Marcia. 
See you soon."

   Candy went over to Marcia and gave her another kiss goodnight.  "We'll
talk real soon.  See you tomorrow.  I ...  I love playing with you, Marce.
I wanna do it again."

   Lace and Candy gathered up their clothes, went upstairs, both in just
panties.  I marveled at how beautiful they both were.

   Brenda was at the door.  Marcia was beside me when I opened it.  I had
my arm around her waist, holding her close.  Her shirt was opened at the
top.  I had a raging hard on.  I secretly hoped that Brenda saw it.

   "Hi, Jim.  Thanks for having her tonight." She looked at her daughter.
She smiled.  "I see the fashion show went well.  Hope you guys had fun."

   "Oh, we did", I replied, moving my hand up and down Marcia's side.

   Brenda watched for a second.  The she said something extraordinary. 
"You two make a handsome couple," she giggled, teasing.

   Marcia looked up at me and smiled.  "Yeah, we sure did have a good time,
didn't we Mr.  Peters?"

   "Yeah, we did kitten.  We had a terrific time." I pulled her closer.

   Brenda gave us both a peculiar, almost knowing look.  But it seemed that
it was also a look of approval.  She looked at me, trying to read my eyes.
She looked down.  Did she spot my hard-on?  Then she looked at Marcia,
trying to speculate what happened.  She smiled, as if she knew.  She looked
at the shirt Marcia was wearing with the open buttons, admiring her
daughter, as if for the very first time.

   "Yeah, it looks as though the fashion show was really a hit." She smiled
again.

   I didn't want them to leave.  It felt so erotic having my arm around
this little girl, snuggled into my chest, especially with her sexy mom
right there.  My hand went to Marcia's hip.  My caress raised her little
skirt.  Then my hand traveled up her waist, then to her side, my fingers
inches from her little, tiny, bra-less tit.  Oh I wanted to caress it,
especially with her mom right there.  Again Marcia looked up at me and
smiled, knowing exactly what I wanted to do.  I bent down and gave her a
light kiss on her sweet lips.

   "Thanks for coming, Angel," I whispered.

   I glanced at Brenda.  She was still smiling at us, evidently not
bothered by the fact that I had just kissed her little girl.  Marcia was
still looking at me, smiling.  Again I glanced at Brenda.  Nothing, just
smiles.  Oh, God.  I bent down again and kissed Marcia again, this time
longer.  I broke the kiss, testing Brenda's reaction.

   "You are so perfect," I whispered to the little 12 year old.  Both
Marcia and her mom giggled.

   Finally they left.  I watched them drive away.  I knew then that I
wanted to fuck that 12 year old girl more than ever.  Maybe next time.
   ...  to be continued