Note: This story was dynamically reformatted for online reading convenience.
 
 When I walked into Mary's apartment, I saw she had company.  She was
watching TV with a cute, slender little girl with light brown hair worn in
a ponytail, big brown doe eyes, maybe 8 years old and wearing a pair of
tight pink shorts and a thin t-shirt.  They turned to look at me when I
walked in, closing the door behind me, and Mary introduced us.

   "Josh, this is Lisa.  Lisa, this is Josh.  He's my boyfriend," she said.


   I smiled at Lisa, then stepped over and solemnly shook hands with her.
"Hi, Lisa," I said.

   "Hi Josh," she replied, smiling back at me.  She had the most beautiful
brown eyes, with thick, long eyelashes.  I hadn't seen eyelashes like that
on anyone that young before.

   I looked at Mary and asked, "Where'd you two meet?"

   Mary said, "We met at the park.  She lives here in the complex, a few
buildings over.  I went to the park to read and she was playing.  She asked
what I was reading and we talked for a bit." Mary reached over and smoothed
Lisa's hair, and they smiled at each other.

   Mary went on, "Her mother is a single mom, and has to work long hours.
When we met I told her that I would be happy to help watch Lisa on my days
off.  Lisa and I have been watching TV and talking about boys today,
haven't we?"

   Lisa smiled at me and nodded, saying, "She said she'd help me find a
boyfriend."

   I raised my eyebrows and looked at Mary.  Mary's blue eyes glinted as
she said, "I had somebody in mind when I said that.  I thought you could
bring Connor down and we could introduce them." I grinned widely, and kept
myself from laughing.  Mary was really thinking outside the box since she
started playing with Connor.  Connor really loved everything he and Mary
did, too, and was very enthusiastic when we visited.  I wondered how he'd
like this young lady.

   I sat down next to Lisa and asked, "Are you looking for a boyfriend,
Lisa?"

   She nodded excitedly and said, "Mary said she knew the perfect boy for
me and I might get to meet him next weekend.  She's going to show me what
boys and girls do so we can have fun." I nodded understanding and patted
her on her thigh.

   "Boys and girls can have a lot of fun together.  So can girls with other
girls, did Mary tell you that?" I inquired.  Lisa smiled and nodded again.

   "Oh, yes," she replied with a big grin.  "Mary told me that girls can
have a lot of fun without a boy, too, but it was a lot more fun if you had
both."

   I looked at Mary, laughing silently, and she grinned mischievously at
me. I shook my head at her audacity, but I was getting hard thinking of the
fun that could be had with both.  If I knew Mary, she was pretty excited
too, and that turned me on even more.  Mary would get wet at the drop of a
hat lately.  I thought I'd test the waters a little.

   "Has Mary offered to show you anything?" I asked Lisa.

   Lisa smiled brightly and said, "She said maybe she could show me some
stuff when you got here." Dang, I went to full hardness in no time, and was
suddenly uncomfortable in my pants.  Mary noticed my discomfort and
sniggered lightly, then asked Lisa, "Would you like to see something now?"

   Lisa perked up a bit and said, "Sure!" and Mary looked over at me with a
little smirk and a raised eyebrow.  I shrugged and pointed to the bedroom
with a question in my eyes.  Mary nodded and got up, telling Lisa, "Let's
go into the bedroom." Lisa jumped up to follow her and I trailed along
behind, adjusting my stiff prick as I went.

   Mary had Lisa sit on the bed and began to disrobe.  Lisa watched closely
as Mary was removing her clothing, and Mary asked, "Have you ever seen your
Mom take her clothes off?" Lisa nodded and said, "She undresses in front of
me all the time." Lisa's eyes carefully studied Mary's little breasts and I
went over behind Mary and began to help her, kissing and touching her as we
went along.  When I helped Mary out of her bra, Lisa's eyes studied us
raptly, locking on as I played with Mary's little breasts, teasing and
lightly pinching the nipples.

   I helped Mary off with her shorts and panties and then stood behind her
running my hand up and down her hot pussy, dipping a finger in every now
and then, my other hand cupping a breast, massaging it and playing with the
nipple.  Lisa big brown eyes watched all of this closely, a smile on her
face, and I pressed my hard cock into Mary's buttocks so she could feel my
excitement.  She turned her head and we exchanged a passionate,
tongue-filled kiss for a minute before she broke the kiss and leaned her
head back against my shoulder.

   I allowed my hands to trail over Mary's body while Lisa watched with big
eyes and a small smile.  I kissed and nibbled on her neck, played with her
nipples, trailed my fingertips lightly from her breasts to her pubis,
heating her up while Lisa looked on, her eyes sparkling.  I let my hands
move to her waist and back up, kissing her shoulders gently a few times
before backing away.

   Mary stood breathing heavily for a moment before looking at Lisa and
asking, "Would you like to get your clothes off now, too?" Lisa nodded
excitedly and began to take her shirt off.  Mary quickly stepped up and
said, "Here, let me undress you."

   Mary lifted the hem of Lisa's shirt up and over her head, removing it
and placing it on the bed.  She looked Lisa in the eye and asked, "Would
you like to learn to kiss like Josh was kissing me?  Your boyfriend will
really like it." Lisa brightened up and said, "Oh, yes.  I want to learn to
kiss like Josh." Mary leaned down and took Lisa's head between her hands,
gently placing her painted red lips against Lisa's and kissing her gently.
She whispered, "Open your lips a bit, honey," and when Lisa complied Mary
slipped the tip of her loving tongue between them and continued to kiss the
child.

   After a little while Mary whispered, "Sweetie, use your tongue like I'm
using mine." I saw Lisa's little tongue come out to join with Mary's and
soon they were french kissing vigorously.  One of Mary's hands went to a
little nipple, tracing around it and brushing over it.  I saw Lisa move
against the hand encouragingly, prompting Mary to move from one nipple to
the other.

   After kissing for a few minutes Mary allowed her lips to move down
Lisa's neck to her shoulder, then down to tickle a nipple.  Lisa watched
for a moment, then closed her eyes and just seemed to be enjoying the
feelings as Mary's tongue tickled and licked her, her lips closing about
the nipples to gently suck them in.  I noticed that Lisa was breathing
heavier, and the thought of this girl being turned on by Mary's lips was
incredibly erotic.

   Mary's fingers traced lightly down across Lisa's little tummy, then back
up to her shoulders.  She lay Lisa gently down on the bed, following her
down with her lips on a nipple, then kissed down Lisa's body to her navel,
dipping her tongue into her little innie.  She began to remove Lisa's
shorts, slipping them down over her hips, exposing her little hairless
vulva, and then sliding them down her legs and onto the floor.  Lisa was
laying back with her eyes closed, and Mary glanced over at me with a gleam
in her eye.  She spread Lisa's legs and gently touched her tongue to Lisa's
smooth slit.  Lisa jerked and moaned out, "Ohhh" as Mary slowly and
lovingly licked her.

   I was standing by hard as a rock, and wanted to get into the action.  I
quickly shed my clothes and dropped to my knees behind Mary.  I leaned over
and licked her cute puckered ass, then down to her very wet pussy as she
lifted her hips to help me.  Mary was as turned on as I had ever seen her,
and I didn't blame her.  It was incredibly sexy watching her loving on this
little girl, and the little girl squirming under the attention of a wet
tongue.  I gently lapped Mary's juices as they seeped from her, then moved
behind her, lining up my hard cock with her hot cunt as I watched her oral
ministrations over her shoulder.  I slowly impaled her on my rigid prick,
drawing a moan from her as she was noisily sucking on Lisa's bald pudenda.

   I began making long, slow strokes into her, Mary moving her hips up and
down while she maintained facial contact with her newfound fruit.  I fucked
her lazily, enjoying the feeling of being inside of her hot depths but
mostly concentrating on what she was doing with her tongue.  Lisa's head
was moving side to side on the bed, her little hands in Mary's blond curls,
pulling Mary's tongue into her encouragingly.  She was making little
girlish moaning sounds, turning me on even further at the thought that this
cute little thing was going to get off on Mary's experienced tongue.  I
suddenly wondered how young pussy juice tasted, and my cock twitched in
Mary's steaming snatch.  I began to plunge harder into Mary, banging into
her cute buttocks with each stroke, nudging as I bottomed out inside of
her.

   Lisa was beginning to writhe around on the bed, and Mary had to hold her
body down with one hand as Lisa kept lifting up against her mouth.  Lisa
began to jerk and twitch, her little legs trembling as Mary brought her to
orgasm.  Lisa finally exhaled explosively, holding Mary's face tight
against her spasming pussy as she climaxed on Mary's tongue.  Mary was
humming with excitement as she vigorously lashed Lisa's hairless little
slit with her oral treatment.

   I regretfully stopped, then withdrew my hard cock from Mary's dripping
snatch, kneeling down to lick her from clit to asshole before standing to
walk around to where she was still gently tonguing Lisa.  I caressed her
blond hair briefly and whispered to her how beautiful she looked loving
this little girl, before beginning to trace my fingertips lightly over
Lisa's trembling torso.  I leaned down and began to gently lick her tiny
nipples with the tip of my tongue.  Lisa shivered and gave out a little
noise at the additional stimulation, compounding the sensations she was
feeling as Mary continued working on Lisa's little cunny.

   I licked and kissed my way up Lisa's body until I slipped my tongue into
her little mouth.  Her tiny tongue darted out to play with mine, every
nerve in my body tingling at the thought of loving on this fresh young
body. I lovingly touched her nipples with my fingertips while we kissed,
then feathered them down her tummy until I touched Mary.  Lisa was
quivering and shaking beneath us, breathing hard into my mouth as my tongue
was exploring her little mouth.

   Mary stopped her ministrations and sat watching Lisa for a moment. 
Lisa's breathing began to return to normal and her eyes fluttered open. 
When her eyes met Mary's her face broke out in a beaming smile.  "Oh, Mary!
That was the best feeling I've ever had!" she said.  Mary smiled at her and
replied, "I'm glad you enjoyed it, honey.  That's just one of the ways you
can have those feelings."

   Mary kissed her way up Lisa's body until our heads were next to each
other, reaching one hand out to stroke my hard cock.  I groaned a little
and straightened up, pushing my hips into Mary's hand.  Mary quietly asked
Lisa, "Would you like to help me make Josh cum like you just did?" Lisa's
eyes widened, looking into Mary's, then she turned to look at me.  For the
first time she saw my swollen member, and her eyes grew large.  A big smile
grew on her face as her gaze locked on the first penis she had ever seen.
"Yeah!" she said enthusiastically.

   I warned Mary, "I might not have long.  I'm pretty worked up watching
you two."

   Mary smiled mischievously at me and replied, "That's OK.  Lisa will get
just as much enjoyment out of it."

   Lisa was smiling and looking eagerly at my throbbing prick.  Mary had
her scoot over and told me to lay down on the bed.  She sat down next to
me, opposite Lisa and leaned down to lick the length of my rod, tickling
the head with the tip of her tongue.  When her tongue slid off the tip, she
looked at Mary and said, "Guys like being licked as much as we do.  You can
lick him, too, and we'll get to watch him cum.  When guys cum, they shoot a
white cream out and we get to lick it up."

   Lisa said, "Oh!  I can't wait to see that!" She dipped her head down and
began rapidly licking my cock, causing me to lean my head back and groan.
Her little tongue felt so soft and erotic on my throbbing prick, and again
the thought of such a young girl licking on it was added stimulus.

   Mary laughed at her and said, "Slow down, Lisa.  You don't want to make
him shoot right away.  Take it slow, tease him, let him know you are in
charge.  Make it build up.  He'll like it more that way." Lisa immediately
slowed down a little, but her tongue was still just as titillating.  I
opened my eyes and looked at Mary, who looked back at me with a smile, her
eyes twinkling.  She knew what I was feeling, she could tell by the tension
in my body, the little rise of my hips as Lisa's soft tongue worked on my
twitching member.

   Mary had her stop, and told her to grip it in her hand, see how it felt.
Lisa lifted her head and took my prick in her soft little hand, squeezing
it a little as she did.  Mary reached over and moved Lisa's hand up and
down a couple of times.  "This is how you stroke a boy.  Rubbing it like
that makes them cum, too.  Then you can suck on it like this," she said,
then took the tip into her mouth and sucked it briefly before bobbing a
couple of times, then letting it go.

   My hips involuntarily flexed upward when Mary took me into her mouth,
right on the verge of cumming, and Mary quickly gripped the base of my
cock, hard, telling Lisa to let go for a minute.  She held me still,
hurting me a little, until the feeling of impending orgasm slipped away,
then she allowed her to go back to playing with it.  She told Lisa, "See
that little bit of stuff at the tip?  That's called precum, you should lick
it up.  It's good, but not as good as his cream."

   Lisa began to stroke me again, and her little tongue flicked out to lick
the drop of precum from the head of my swollen glans, the sucked it into
her mouth.  She could barely fit the head in her little mouth, but she
sucked what she had while she stroked me, and I could already feel the
orgasm beginning to stir inside of me.

   "Mary," I said, "It's close."

   Mary decided to cut me some slack and let it go this time.  "Lisa," she
said, "Keep stroking him, but you might want to take him out of your mouth.
The cream comes out pretty fast at first."

   Lisa released me from her lips, but only moved her head back a little
bit.  I looked at Mary and could tell she knew what was going to happen by
the look of anticipation on her face.  She was leaning forward, watching
the head of my cock intently, Lisa's pretty face mere inches in front of it
while she stroked me.

   I grunted and my hips jerked upward, the first blast of cum rocketing
out and blasting Lisa in the face, hitting with such force that it splashed
when it hit.  Lisa gasped and backed away, but she had a big smile on her
face, the second surge of cum just missing her and shooting up onto my
chest, to be followed by several more of lessening intensity and strength.
It was definitely one of my larger loads, which I attributed to the cute
young girl tugging my cock.  I jerked and flexed, my orgasm slowly ending,
the cum now only dribbling out over her tiny hand.

   Mary had a huge grin on her face while she watched.  She had never seen
me cum that hard, either.  Heaven knows where that first blast would have
ended up if Lisa's face hadn't been in the way.  Maybe on the wall across
the room, we'll never know.

   As the last dribbles were flowing across Lisa's hand, Mary leaned
forward and told her, "You can stop stroking now, but hold onto it.  Now
lick those drops off the top of his cock, then you can suck the last of it
out of him." Lisa did as directed, and the sight and feel of her tiny soft
tongue licking my still swollen prick caused my cock to twitch again.  Lisa
licked my knob, then sucked on it while Mary showed her how to milk me for
the last few drops.

   When my cock was dry, Mary had Lisa begin to lick up the cum on my
stomach and chest.  I said, "Hey, Lisa.  How about you sit on my face while
you're doing that?  That way I can lick you, too." Lisa brightened up and
began to sit on me, but I corrected her and showed her how to straddle me
so her pretty pussy was on my mouth.  As soon as I began to lick her, she
started pushing down on me and making short back and forth movements.

   I heard Mary say, "Lisa, you need to lick him up while you're doing
that. Let him take care of you for a while." Lisa said, "Oh, yeah" giggled
and leaned forward.  I felt her tongue licking my stomach and her lips
sucking up gobs of spunk.  I was focused on her puffy pussy lips, licking
and sucking, spreading them to see the bright pink inside, sticking my
tongue in as far as it would go.  Her little clit got extra attention, and
I occasionally rimmed her pretty little butthole.  She was enjoying
everything I was doing, and making little cooing sounds while she licked up
my semen.

   When she had licked everything she could without losing contact with my
mouth, she straightened up and began naturally riding me again, sliding her
wet slit back and forth on my mouth like a pro.  I felt Mary cleaning up
the little bit of cum that had landed further up on my chest and had been
out of the reach of Lisa's tongue.

   After Mary had licked me clean, she took my cock in her hand and stroked
it a couple of times before taking it into her mouth.  I was hard again in
short order, and she straddled me, facing Lisa, lowering herself onto my
swollen prick and driving to the bottom in one long plunge.  She began
bouncing up and down on me enthusiastically, and I had a picture in my mind
of her pretty boobs jiggling as she did.  I stopped licking Lisa and lifted
her a little bit to say, "Lisa, play with Mary's boobs while she's doing
that.  See if you can hold them and pinch the nipples."

   Mary moaned and I went back to licking on Lisa.  I could feel little
tremors running through Lisa's body as she pushed and slid on my face and
knew she was building to a climax.  She was so small I could move her
wherever I wanted with very little effort, and I made sure to cover
everything from her butt to her clit.  Lisa began to sit hard on me,
jerking and quivering as her orgasm hit.  She didn't really flow like Mary,
but she did have some sweet sauce, very mild in flavor but tasty.  I stuck
my tongue up her little vulva as far as I could while she enjoyed her
climax, sucking on her pussy in the meantime.  She finally lifted off of
me, and I was looking at her wet pussy as the lips flared and clenched in
front of my eyes.

   I couldn't resist and lifted a finger to gently insert into her up to
the first knuckle.  Lisa gasped out at the new sensation and began her
riding motion again.  I wasn't interested in taking her cherry at this
time, so I didn't allow my finger to go very far in.  I'd let Connor have
that honor.  I gently fingerfucked her to another orgasm, at which time she
fell over onto the bed, laying next to me panting, a big smile on her face.
Her hand drifted down to her hairless pussy and lightly petted it

   Mary rode me to her heart's content, my recent orgasm keeping me hard
longer than usual.  Mary was rubbing her clit as she rode me, banging down
onto me vigorously, driving me into her, and I began to fuck back up at her
on her down strokes.  My hands went to her breasts and I pinched and pulled
her nipples as she got wilder and wilder on top of me.

   Mary began to climax, pushing down and holding briefly before continuing
to make jerky slams down onto my hard cock.  Her vagina was gripping and
pulling at me as she moved, and I was about ready to go off myself.  Mary
slowed to an easy, shuddering pace, languidly riding me as her breathing
returned to normal.  After a couple of minutes of that, she got up and
knelt beside me, then took my cock into her mouth and bobbed deeply until
she brought me to orgasm, drinking everything down.  My hand was lazily
stroking Lisa as she lay next to us.

   Lisa watched Mary with interest as she drank my cum, then asked, "Can I
do that next time?" Mary sucked up on my cock, then let it drop out of her
mouth with a pop before turning to Lisa with a smile and saying, "We've got
the perfect cock for your little mouth, Lisa.  Josh will bring him by this
weekend and you'll get to do everything with him."

   Lisa's eyes met Mary's, gleaming with anticipation at getting to have
her own boyfriend to play with.  They kissed, Mary giving Lisa a taste of
what was to come, then Mary's eyes met mine, both of us thinking of how
much fun we'd have with Connor and Lisa.