Note: This story was dynamically reformatted for online reading convenience. This story is totally fictional of course. It never happened. I simply wanted to write a fantasy story about an older man and a pre-teen. I tried to make it real and I hope you enjoy it. My stories and personal fantasies are generally about tenderness and trust between preteen girls and older men. I hope you read my story with an open mind. If both parties are willing, why not? My story begins the summer of my 26th year. It was my first experience with a pre-teen girl. Her name was Charlotte. Charlotte was twelve years old and a real cutie. Her light brown hair was accented by stunning hazel eyes set against her creamy skin. Her cute pug nose was liberally sprinkled with freckles. She smiled through full red lips and a perfect smile. I was introduced to her on a warm June day. The first time I saw her I noticed she had only just begun to develop out of her little girl body. Her pre-teen nipples teased ever so subtly through her t-shirt. I doubt anyone even noticed them the way I did that summer day. Her little breasts were hard to see at first glance and yet I found myself trying to catch a little peek any chance I got. I wondered why I even bothered. What I didn't know then but realize now, is that I was drawn to the anticipation of her budding female treasures. She had come to spend the summer with our neighbors the Vegas. Charlotte had a high-pitched carefree laugh. It wasn't long after she'd settled in with the Vega's that she began to bring her three-year-old cousin Mary over to play with my son also three. My boy had grown up with Mary and they were best friends. Little Mary was the reason Charlotte had come to visit that faithful summer. Charlotte's summer job was to watch over Mary while her aunt worked the day shift at the factory along with my wife Lisa. I worked swings so it was easy to manage time with the kids. We were very close with the Vega's so having Charlotte and Mary come over to swim it was not out of the ordinary. In fact the situation was perfect. Being the adult I could watch all of the kids' during the day including Charlotte. The Vega's trusted my wife Lisa and I implicitly and shouldn't they? It took about a week for us to settle into a daily routine. Charlotte and Mary would come over to play in the pool. The "pool" was nothing more then a wadding pool but the little ones loved it. Charlotte and Mary came over in t-shirts and bathing suits. Charlotte and I would ready the pool then sit and talk. Sometimes Charlotte would throw water on her shoulders to cool down. We would get into competitive splashing contests to see who got the wettest. We chased each other around the pool as the little ones laughed at us. It was during these playful romps and talks that I first noticed Charlotte and I had developed a special bond. One day while taking in the sun Charlotte she turned innocently to me and asked, "How old were you when you had your first girlfriend?" I glanced over to see those beautiful hazel eyes squinting through the sun's glare. I noticed the freckles on her cute nose had grown more pronounced as the summer progressed. Charlotte's body and mannerisms matched her intoxicatingly innocent voice. That day I looked at this beautiful creature and could swear she looked like an angel. She waited for a response but I took my time pondering what relevance this had to anything we were doing that day. Having no idea what she was getting at I answered, "I was twelve years old like you and it was also summertime. Come to think of it she looked a lot like you sweetheart." Giggling at the irony she then put our relationship into motion, "I want a boyfriend this summer too!" I smiled at her matter of fact announcement I asked, "How will you find a boyfriend and still watch Mary this summer?" She thought for a second and with a serious look said, "You could be my summer boyfriend Mike!" These seven words changed my life in ways I never imagined. I smiled at her precocious ness and patted her hand, "Charlotte I think any guy would be lucky to have you for a girlfriend. You're a very pretty girl and smart to boot." She blushed and turned away but I could sense something had changed in our friendship. Later that evening I lay in bed running her seven words over in my head. Each time I wondered if it was possible. Could Charlotte and I really have an attraction? Could we play boyfriend and girlfriend for the rest of the summer? Was I crazy for even thinking such thoughts? After all she was only twelve! I lay in bed tossing and turning for about an hour when Lisa finally rolled over and put her arms around me, "What's the matter babe?" she said. At first I was nervous and felt silly. How does a guy tell his wife that a pre-teen beauty wants him as a boyfriend for the summer! Hell this was my wife I was talking to. But as I held her it dawned on me that our relationship was built on trust, honesty, and to be non-judgmental so why should this subject be any different? I got my nerve up and blurted out, "Little Charlotte from next door asked me to be her summer boyfriend. Can you believe that?" Lisa looked at me and smiled. She told me how important it is when a girl gets her first boyfriend. She made me understood what an honor it was that Charlotte had chosen me. "She will never forget you babe", she said. Let me tell you a little about Lisa my soul mate. No one matters as much as we do to each other. Our son had made our love come alive. She snuggled to my chest and whispered a secret, "I had my first boyfriend at eleven so why her?" I said, "Babe I'm 26 and she's 12. Not good future for a relationship!" Lisa then said something that still blows my mind, "It's a good experience for a young girl like Charlotte to learn from a gentle older man. How you treat her will determine the way she interacts with the men in her life. Sweetie I never told you this but my first boyfriend was 23. He was a gentle, kind, and loving guy. I have never forgotten him and our times together. I will always cherish those memories." I took in what she said. This revelation was shocking. Lisa had never mentioned an older man until now. I looked deep into her eyes and she smiled. I whispered how much I loved her and we started to make passionate love but to this day I still wonder if it was me she made love to that night or was it her older boyfriend. Either way it was one of the most intense lovemaking sessions I have ever experienced The next day could not come soon enough. I ran through the ways I could approach the subject. I really liked Charlotte and didn't want to scare her away. She had obviously given it some thought but would that translate to more? Like clock work Charlotte and Mary came over around noon for a small snack. We would play by the pool for a couple hours and then it was naps for the little ones. This day was no different except that today Charlotte had came over with her hair made up and curly. She had a new bikini on and a light shade of makeup. I did a double take when I answered the door but immediately began to apply basic male/female interaction. I looked her in the eye and said, "Sweetheart I noticed you hair is different today. I think it's very pretty. Did you do it yourself?" She smiled when I added, "Oh and I think your new bikini looks very sexy on you. It makes you look older." She blushed red and hit me on my arm. I faked great pain, "Kiss my boo boo!" I cried. She leaned over and planted a small little kiss on the spot and quickly ran to help the kids into the pool. She stood there with her back to me leaning over the pool. I stared and admired her new feminine development. Obviously she was a child now but not for long. Her legs and tummy clung to a hint of baby fat but her coltish figure was fast taking shape. I realized I was witnessing her transformation into a beautiful young woman. I watched hypnotized by her innocent show and became aroused. At first I was ashamed at these nasty thoughts but her backward glances started to become playful and teasing. I gave up being ashamed and started returning her gestures with a silly puppy dog look. I was afraid she might see I was staring at her hips and ass and didn't want her to feel scared or anything. Being so innocent I knew she shouldn't know how much time I spent admiring her young ass. I was seeing her in a new and exciting way. Was this really happening? Had Charlotte really chosen me as her first boyfriend and what exactly did that mean to her? I know what being a boyfriend means to a mature woman but this was Charlotte, an innocent twelve year old. Two hours into pool time we took the little ones out to dry and put them down for their afternoon nap. It was a little after two and the mom's would be coming home around 5:30. Charlotte and I had this routine down. Once the babies were asleep we went to the living room to sit on the couch. She would sit about two feet away in her sexy bikini. I noticed she hadn't put a t-shirt over her bikini. It didn't take but five minutes for Charlotte to amaze me by coming right out and asking, "Have you thought about being my boyfriend this summer?" This took me off guard and I was speechless. Here I was dying to bring up the subject and she beat me to it. I wasn't going to let this opportunity slip away. I quickly asked her the obvious question, "What is you idea of a summer boyfriend?" She shrugged her shoulders and in a matter of fact voice said, "A summer boyfriend teaches a girl to kiss and stuff." I reflected on this for a second, "Why did you choose me? After all I'm a lot older than you sweetheart." She smiled broadly at some inside joke and announced, "My mommy married a man 15 years older then her and you're only 14 years older silly!" The logic was obvious to her young mind but the reality was not lost on me. I had to make sure our relationship remained a secret. I said, "Charlotte sweetheart I would love to be your summer boyfriend but your twelve. I already like you like a girlfriend but if the police or your mom found out they would not understand and I would get in big trouble. This needs to be our summer secret. Can you accept that sweetheart? Do you understand why it has to be like this?" She sat there for about a few seconds and blurted out, "I really like you too and couldn't stand it if you got in trouble. If you became my summer boyfriend I won't tell anyone your real age. I will tell everyone you are 13. Is this OK? To my friends you will be 13, OK?" I sat there stunned. She had it all figured out. If she shared her summer story with friends I was only 13! The simplicity was obvious. As I pondered this arrangement she looked at me from behind her serious face with her brow furled. She seemed worried I was going to say no but eventually I made her pinky swear on our secret and became her summer boyfriend. That evening after from work I told Lisa the news. That I was now Charlotte's summer boyfriend. She let out a cute "ahhhhh" and gave me a big hug. "Babe make sure you're taking this serious. Charlotte wants to learn about men. She trusts you to be her teacher so don't let her down. You're a wonderful man and a tender lover. Make sure she remembers this summer fondly." It was like a hundred questions and insecurities entered my mind. "Lisa what signals should I look for when I'm with her? How will she let me know what is OK and what is not?" Lisa walked away and looked over her shoulder and in her sex voice said, "Babe she's a female. You will know what's OK and what's not trust me!" That simple exchange cleared my mind but my cock remained rock hard as I relived Lisa's sexually charged look when she said those words. The next day we followed our normal routine except today I took care to brush softly against the tanned creamy skin of her back and shoulders. I smiled at her a lot more then usual. She became very receptive to my soft brushes. As the day wore on it was obvious I had clearance to enter her personal zone; that area only trusted people get to enter. Once the kids were down for their nap we went to the living room only this time I left my shirt off. She sat two feet way from me and I sensed she was nervous about something. I asked what was bothering her. She looked away for a brief second and said, "Mike I have never kissed a boy and I don't want to mess this up." I could tell it pained her to admit this but I immediately put her at ease by joking, "I should hope you haven't kissed a boy yet! If I am your first boyfriend I want to be the one who teaches you how to kiss darn it!" She smiled and her shyness left. I reassured her that everyone had a first time and she was no different. She shook her head yes and said, "Mike I like you a lot. We get along great and you treat me like a grown up. Your age doesn't bother me. Besides wasn't it me who ask YOU to be my boyfriend?" Again her logic won over the discussion. I reached out and took her hands in mine. She glanced down for a moment. I noticed my hands were almost twice her size. She still possessed the small gentle hands of a child. I moved a little closer and stared into her angelic face looking so innocent and eager. She watched my movements not knowing what to do. I moved closer to her and could see her breathing had quickened. We locked eyes and I was drawn into her hazel eyes. I slowly ran my fingers over the erotic areas of her arms and shoulders. My touch was being rewarded by goose bumps all over her body. She shivered and giggled at the sensation. I asked if everything was ok. She answered quickly in a teasing voice "Ummm it just kinda tickled but I liked it a lot." With this green light my fingers began to trace her neck and face. She watched me close looking for any reason to back out. Detecting no danger or reason to stop she let her guard down and her youthful curiosity took hold. Her instincts told her this was a good thing and she accepted it. I moved closer and our legs touched. I had on short cotton shorts; the kind a guy wears around the house. She was only in her bikini. My erection was intense but she didn't it at all. I guess all this talk about her first kiss was taking her attention but my thoughts were of a mature nature. Be patient I told myself. She is a fragile young creature full of curiosity but ready to run away. Don't blow it. You don't want to scare this opportunity away. She was beginning to trust me. We had made lots of headway this afternoon. The angle of the couch was uncomfortable. I used a tried and true method to get close to a woman. I turned on a pop radio station. I was rewarded when the latest pop love song came on. Charlotte jumped up off the couch and began to dance in her bikini. She lacked the moves of an experienced woman but I could tell she was trained in the art of cheerleading! She twirled and turned in time with the music using well-rehearsed thrusts and grinds of a cheerleader. I sat for half the song watching her seductive dance until I couldn't stand it anymore. I stood up and caught her hand as she twirled by. She stood 5 foot tall and weighed 90 pounds soaking wet. I stood 5 foot 9 inches 190 pounds. I towered over her youthful petite body. I looked down at into her innocent doe eyes. I lovingly moved a strand of hair from her face and cupped her head in my hands. I bent down and softly kissed her forehead and she closed her eyes. She sighed as I took a step away from her. I opened my arms inviting her to come into my embrace. She took small slow steps into my arms. I sensed uncertainties disappear and confidence emerges from this little girl. It was obvious she realized this was a personal choice. She came to me and laid her soft hair against my bare chest. I wrapped my arms around her petite young body drinking from the sensation of her virgin skin. We danced slowly until our song ended. On the last note she let out a squeal and announced, "You're also my first boy dance!" This made me chuckle and I let out a hearty laugh at the irony. For her I was to be "The First" in a lot of things. I still drank from the sensation of her skin against my chest and couldn't stand it any longer. She was wiling to go wherever this took us. I had been waiting for a sign and now had it. I bent down and picked her up in my arms cradling her like a baby. She squealed in delight as I carried her as a husband would his bride. She wrapped her arms around my neck and kissed my cheek. With her soft lips still on my mind I carried her to our bedroom. She watched with wide-eyed wonder as I opened the bedroom door. I had already made the bed with soft linen and it looked inviting. I carried my child lover over to our bed, gently laying this creature gently on the bed. She curled up in the middle of the bed like cat playfully bounced up and down. I lay down on the bed and watched her frolic in her bikini. She grew tired of bouncing and let out a long sigh, plopped flat on the bed and stretched. I studied her tummy muscles and I tried to catch sight of her budding nipples pressing against her bikini top. Her nipples were hard for a young girl. She saw me looking at her breasts and pouted, "Their too small." I took this opportunity to touch the erogenous zones surrounding her bikini top. Reassuring her that they would soon grow but until then I loved them just the way they were. She playfully stuck them out at me and cupped her hands over them. I couldn't resist any longer. This woman-child was relaxing here on a soft bed, she trusted me enough to be here and now she was joking about her tits. I rolled next to her and gently turned her face to mine. Her eyes fluttered closed as I came close to her soft full lips. When our lips met the electricity was overwhelming. A soft whimper escaped as I ran my fingers over her shoulders and down her arms. She did not resist as I ever so softly brushed her hard tiny nipples. Our kisses grew in intensity as our tongues met. She showed no reluctance to share our passion. I snuggled close to her and held her in my arms totally amazed at her small body structure. I tried to tell myself she was only a girl of twelve but at the same time my erotic desires took over. I began to whisper how pretty she was and how much I liked her as my girlfriend. I reassured her that I would never tell anyone about us and she had to remember our secret. Between kisses and heavy breathing she moaned yes and pulled me into her tender embrace. She rolled over on her back as I positioned myself in the missionary position. She looked totally vulnerable but confidant. Her breathing was labored and her nipples hard. I asked if she knew what adults did when they liked each other. She nodded yes. I asked her to tell me what she knew and immediately she answered as if she were in her sixth grade class, "They feel each other up." She was so proud of that answer and I could imagine her with the same expressions in her elementary school. I let out a laugh and hugged her tight. She smiled in her little girl way, "Did I get it right?" she asked. I said, "If feeling up means they touch each other lovingly then yes you're correct." She smiled, "I knew it". This was my opening. Lying over her made it hard to hide my rock hard cock. I tried to position my cock between my legs and out of sight. I tickled her and playfully rolled her over so she was straddling my waist but just out of reach of my cock. I didn't want to scare the little thing. She giggled about being on top and said something about pinning me down. I dared her to try, so of course she grabbed my wrists and brought her lips closer to mine. I said, "It's OK when a women takes charge sometimes. It makes me feel good." She pondered that for moment then bent down and kissed me passionately. Her tongue explored mine and she nibbled my lip. I exposed my neck to her and she began to kiss it. I guided her kisses to my chest and stomach. She began to explore my body with the excitement of a new toy. For her young mind this was an exciting experience and she was curious. She explored my nipples with her fingers and joked about how small they were. I took this opportunity to challenge her "Yea right. Yours is smaller!' She laughed and held out her hand, "Bet?" Now the stakes had changed. She was willing to enter the wonderful world of female sexuality and I was blessed to be a part of it. I immediately accepted her bet and we settled on the reward. Whoever lost must do whatever the other said. Of course no matter what happened I was still the winner because I would get to see her budding nipples. I was curious what she would do when she won. I propped myself against a pillow as she knelled in front of me. She giggled as she untied her top. I felt her watching me as her top dropped away revealing her pert little nipples. The first thing I noticed was the lack of roundness seen with in a woman's breast. Normally a woman's breasts would be rounded. The roundness would be been easily from all sides. Charlotte was only twelve and her breasts had not formed enough to show this level of roundness. But still the beauty of her pre-teen body took my breath away. Her skin was flawless with tan lines clearly visible. She watched me as my eyes drank her in. She sensed a change in my manner because she asked if something was wrong. I shook my head slowly and made eye contact, "Sweetheart you're a very beautiful girl and I was breathless when I saw your wonderful nipples and breasts." She smiled big, "I like what they do to you Mike it makes me feel pretty". She crawled on all fours across the bed and lay across my bare chest. I felt the softness of her nipples against my skin. Our nipples touched and my heart pounded in my chest. She glanced down between us and proudly announced, "See my nipples ARE bigger. I win!" I growled a vicious growl and playfully rolled her over as she struggled to stay upright. She rolled on her side and when I rolled to face her the outline of my hard cock became obviously visible to her. I tried to hide it again but it was too late. Her eyes grew wide and she pointed, "Is that your peter?" I was embarrassed because I didn't really want her to see me too soon but it was too obvious. I was caught. I smiled with my James Dean smile, "Yes sweetheart that is my peter but it's usually a lot smaller." She seemed amazed by this information and began to ask quick fire questions, "You mean it gets big and small? Does it hurt? When does it get big? What do you do with it when it's big?" I held up my hand to slow her down. I put my hand on her cheek, "Sweetheart, kissing between a man a woman feels good doesn't it?". She smiled and vigorously shook her head yes. "Well there are a lot of things men and women do when they like each other. They use parts of their bodies to share with their lover." She began hopping up and down on the bed only this time she was topless. "I wanna share Mike. Please please please!" I motioned her closer and began to explain how a man's peter fits inside a woman and how she must be physically able to accept him. I told her that by 14 a girl can usually let this happen and reminded her she was only 12. Charlotte turned away. I felt so bad because I wanted her to always be happy with me. She turned to me and said "I won. I get to choose something and you have to do it." I ran my fingers through her soft fine hair as she pouted. "A promise is a promise sweetheart. What would you like me to do?" Her answer took me by surprise. She rolled over to the far side of the bed and in a matter of fact voice said, "I want you to stand up and take off your shorts. I want to see your peter." I started to protest this giant leap in our summer game but quickly gave in. I kissed her lips and took care to brush against her exposed hard nipples. Moving to the foot of the bed I stood in front of her with a raging hard-on showing through the thin material of my shorts. I watched this little creature ogling me, watching my every move. She was focused on the bulge in my shorts when all of the sudden she noticed a little wetness caused by pre-cum. She pointed to the spot, "Did you pee?" she asked. I chucked at her innocent comment. "No sweetheart that is not pee. It's one of the things men and women share with one another. It is how babies are made." She quickly sat up and blurted out, "Semen. That's semen! I saw the movie in gym class last year. They never said it was wet." I stood in front of this eager twelve year old and knew I had to be careful with the language I used. I figured it was safe to use proper scientific words that way the chances of her saying something to arouse suspension would be minimized. I went over to her and gave her a kiss. "You are such a smart girl Charlotte. What else did they teach you?" She thought for a second and began reciting a list of sexual education subjects. "Period, penis, vagina, Intercourse, masturbation, wet dream". I nodded my head, "Yes sweetheart those names are correct. Do you have any questions about them?" She thought for a moment and had a life changing moment; "Hey Mike I just realized your having a wet dream! Is that what you are doing! Ha Ha a wet dream!" I smiled at her enthusiasm and tried to set her straight. "Sweetheart when a man is aroused or excited by a woman he builds up semen inside his peter in hopes of giving it to his girlfriend. What you're seeing is my body becoming aroused by you. Some of my semen leaks out. That's why I have a little wet spot." She thought about that and demanded, "Let me see your penis. I won and I wanna see him!" By now I was painfully hard and my balls were full. My cock is not huge by any means but I have enjoyed him all my life and have no complaints about size. He stands 5" long and thin. He wanted out in a bad way and could you blame him? Here was this pretty young girl in my bed and topless. Her breasts exposed; she is curious and willing to learn. Best of all she was not scared. In fact I began to wonder who was in charge here this young girl or me? I couldn't resist any longer. Keeping my eyes on her and I dropped my shorts lower on my waist. My pubic hair began to show over the top of my shorts. Detecting nothing negative from her I continued. She seemed hypnotized. I stood exposing myself to her and she edged closer with her eyes glued to my bulge. I dropped my shorts lower but continued to cover my head and most of the shaft. I figured if she was so curious about my "wet dream" I might as well give her a show. She wanted see where it came from so I took great care let her anticipation grow. She edged closer and closer not saying a word. My shorts dropped lower and lower. The base of my cock became exposed and she stared in wonder. I exposed another inch of my shaft and she drew closer. Two inches, three, four. She was almost close enough to kiss him. Finally my head sprung from my shorts like a Jack In the Box! She was totally fascinated by this trick and made me do it three more times. All at once she let out a playful squeal, "Does it hurt Mike?" I replied, "Well sweetheart the longer I wait to release my semen the more it hurts." She looked up and in a childlike voice said, "Can I touch it? Will it hurt when semen comes out?" I let out a deep sign and tried to explain what may happen if she touched me. I told her about semen, orgasms and how wonderful it felt. I showed her the place where semen comes from and why. Less then a foot from her lips stood my erect cock dripping cum. She reached out and to gently touched my head taking care to look closely at my slit. Pre-cum was oozing out in anticipation of her playful touch. Every time she caressed my head small amounts of pre-cum would appear and slowly drip down my shaft and still she watched in wonder. Every once in a while she would giggle at something my cock did and look up at me in wonder. I smiled at her enthusiasm as I ran my fingers through her hair, pushing it out of the way so I could watch her small hands explore my cock. By this time our game was a mixture of ecstasy and agony. She seemed amazed at my balls and reached under to feel. She quickly drew her hand back amazed at my balls alien texture. She giggled, "There're squishy and hard!" I stood exposed for her exploration and wanted to satisfy her curiosity but she was exceeding my limit. I was going to explode all over the poor little girl and she had no clue! She continued running her small hands over my cock. I stood there answering her questions trying to be as patient and fun loving as I possibly but all the while I fantasized about shooting my cum all over her developing tits. She fixated on the little drops of pre-cum appearing on the head of my cock. She was reluctant to touch it at first and wondered a loud if it was dirty or something. I quickly reassured her there is nothing bad about it. "Every man has this wetness. Their girlfriends taste it too. In fact men also taste their girlfriends vagina." After hearing this she still didn't resister any revulsion so I took this as a good sign. This woman-child continued to caress my cock with eager curiosity. Her touch was driving me mad and she didn't know what she was doing to me. It was time I did something about the situation. My angel had taken her time with me and now I needed release, but how? I mentally reviewed what we had talked about. I remembered she had mentioned masturbation and thought I had my release. I thought it was too early to have intercourse with this girl but masturbation and oral pleasure would be nice substitutes but I wondered if she was physically able to take me. She seemed willing. I stood naked in front of her. She was topless wearing with nothing more then a bikini bottom and traces of cum on her fingers. This was more then I imagined when I agreed to be her summer boyfriend. It happened so fast and she was eager to learn more. I gently stood her up on the bed in front of me. We were now eye to eye and yet her body was a little girl. Her weight seemed as light as a feather. I held her close and felt her nipples against my skin, hard and excited. Her nipples stood out as best they could in this stage of development but to me they were the most erotic things I had ever felt. We kissed deeply as I ran my hands over her lower back and over her firm child ass. I wandered lower down the back of her thighs and up the inside. Over and over I traced her soft eager young body. I took in her essence like the aroma of a fine wine but a hundred times sweeter. Being this close I found no way to hide my cock or stopping him from touching her soft body. All her signals indicated she didn't mind, in fact she started to playfully snuggle my hard warm cock against her soft tummy. My cock had no choice and started to leave cum tracks across Charlotte's tummy and on the front of her thighs. She still did not register objections; in fact her kisses became more frantic as her hands moved faster across my chest and through my hair. She felt my cock close to her virgin pussy. She instinctively wanted it, whatever IT was. Her body started to move in time with the slow sweeping motions of my cock on her tummy. My slippery pre-cum began to make lubrication between our bodies. My cum spread all over her torso and I detected the faint aroma of cum. Charlotte noticed it too and obviously free of inhibitions asked, "Do you smell that? It smells sweet." I smiled at my curious little lover and proudly told her, "Sweetheart that aroma is my semen and yes it is sweet to a woman who loves her man." She pushed away a little to look down at her tummy glistening from cum. She reached down to make circular trails of cum on her body. She giggled a little as she brought a sample to her nose to smell it. She did not frown or anything which I found very exciting. She then did something beyond her tender age. She took a fresh sample of cum and put it in her mouth, licking it off her fingers. This little girl continued to blow my mind. She was open minded enough to do wonderful things that some mature women won't do. Here I had a living treasure next to me willing to learn and try new things. Her mischievous grin told me all I needed to know. She had tasted cum and liked it. I now wanted my turn with her. She stood on the bed as I began to explore her. First her lips then I nibbled her ears, down her soft neck, down to her to undeveloped breasts. With her positioned in front of me it was easy to gain access to her excited nipples small though they may be. I took my time running my tongue around her developing breasts. With eyes closed and head tilted back she reacted to my touch as I got closer and closer to her pre-teen nipples. It was obvious to me this little girl would one day have very sensitive nipples and even now the effects were impressive. I teased her nipples with quick licks and light blowing. She asked what I was doing to her. Over and over she would moan in her girl voice, "Oh Mike this feels so good. It feels so strange. It tickles when you do that so please don't stop." I worked my lips near her nipples as my hands caressed this soft young body. She started to make love on pure instinct. Some of the things she did surprised me. Her body movements blended with her moans. My hands worked a symphony over her perfect body. Her encouragement was amazing. It was obvious she was now operating on pure sexual instinct. My tongue would tease her nipples slightly, running circles around her creamy pink undeveloped areolas. I was ready to take her nipples in my mouth but first I had to undress my treasure. Her moans were becoming more frantic and I decided to slow her down. I held her body away from me just a bit. She almost collapsed onto the bed but I was able to steady her with my shoulder. I had a chance to take in her small childlike body. Her golden brown hair was disheveled; her eyes almost closed in a sleepy faraway look. Her breathing was rapid but quickly slowing now that I stopped teasing her nipples. I could see her tummy and hip region were coated with a thin white coat of dried cum but this didn't seem to bother her at all. I studied my pre-teen beauty standing in her semi-nude state. Although we had shared so much I felt it important to respect her boundaries. As she leaned against me I looked into her eyes, "May I please remove your bikini bottoms Charlotte?" I said in a soft voice. A sly smile crossed her face as she softly kissed my lips and whispered, "Please Mike I want you to take them off, Please!" This was all I needed. She nibbled my ears and kissed my chest while I went for her treasures. I reached for her waist and dropped my hands tracing her body to developing hips until I felt her bikini bottoms. I slowly worked them down over her hips taking care to watch for a reaction but the pleasure on her face said it all. She made it very clear I had permission to explore her young virgin treasures. Her bikini bottoms slid further over her growing hips. I lowered myself to her waist and stared at the top of her creamy white pubic mound. First her tan lines were exposed then pale white skin and finally her virgin mound. I took care to position myself close to her treasure realizing I had never been this close to a twelve year old virgin pussy before. I wanted to enjoy every second and nuance of this experience. Her tan line followed her hips down in a very sexy V shaped pattern contrasting against her tan coltish legs. The skin around her mound was white protected from the sun. I detected faint hair follicles on her mound but nothing I would call pubic hair just yet. This was a little girl's peach fuzz. I lowered her bikini bottoms more and exposed her mound in greater detail. I worked her bottom down enough to expose the top most part of her virgin pink pussy. Like her mound, the top of her slit had peach fuzz but in this area I also found a cute little clit hood. I knew the significance of this find from past experience. This signaled the location of her developing clit. I started to explore her pussy skin and it was flawless. Her girl pussy looked creamy white with a slight pink tint between the folds of her lips. Dropping her bikini bottoms to her knees she deftly launched them with her foot to the floor. I noticed as she lifted her leg to fling her bikini that her tiny pussy had a small patch of real pubic hair hidden near her treasure hole. This hair surrounded her hole and the folds of her lips were darker relative to her hairless mound. The hair was slightly darker than the hair on her head. She stood naked and innocent in front of me, vulnerable as I drank this vision. She smiled as I admired the treasures her sweet youthful body offered. "Now I know how you felt when I was looking at you." she giggled. I smiled and gave her a hug. She pulled me down hard and we fell on the bed naked and laughing. She started to explore my cock again but this time I had permission to explore her too. I my fingers traced her tummy then on to her hairless mound. As she played with my cock her touching became more frantic and lustful the closer I got to her secret hole. Positioned on her back in the middle of the bed I lay with my head resting on her little thigh facing her pussy in the 69 position. My cock lay peacefully on her hips making it easy for her to see. I gently lay my hand between her legs and gave then a little push. She caught on quickly to this universal signal and willingly opened her legs exposing all her secrets to me. I traced my fingers over her mound lightly touching her pink hood and pristine pink skin folds. I moved closer to her virgin pussy and was rewarded when a moan of anticipation escaped her lips. She arched her back in my direction and started to get lost in this new type of pleasure. The more I explored near her hole the more I found a blanket of soft beautiful hair, not the coarse hair found on grown women. It was like this silk blanket protecting Charlotte's secrets. It was very different from any woman I had ever touched. Charlotte's hair was new and soft as silk. Near the middle area between her pubic mound and her pussy I found some long dark hair but they were was few and far between. As I edged closer to her pink pussy they became thicker on a relative scale of 12 year old girls. Her skin started to darken the closer I go to her virgin hole. My fingers now reached her warm moist pussy and were rewarded by the feel of her moisture. I was surprised my sexy little lover could actually produce cum. This was very exciting because it meant she was at least physically able to lubricate even at her young age. It also meant she might be physically able to take a man into her unexplored pussy. I asked her, "Charlotte sweetheart had you ever gotten wet down there before?" She giggled, "Well Mike if you don't tell anyone. After watching that sex education movie in gym class I went home and masturbated. It felt so good." I hugged her lovingly not wanting her to be ashamed, "Sweetheart that means you are becoming a woman. Getting wet down there means you are leaving behind a little girl and are becoming a woman." As we hugged and kissed I could sense she was very proud of herself. She whispered, "Mike I want you to help make me become a woman". I began to lick and tease her nipples with my tongue but this time my fingers were also exploring her tight pre-teen pussy. She spread her legs easily and my fingers gained easy entry. She lifted her knees up as my index finger began to enter her warm body. Her young was pussy tighter then any I felt before. Hers was different from a mature woman and although Charlotte was petite in size I was encouraged by her eagerness and enthusiasm. I began to suck her highly sensitive nipples, playing and flicking with my tongue. Every time I hit a favorite spot she would shiver. Her moans got louder as I began to take more risks with my finger. She started to buck her hips to meet the sensation I was introducing into her warm wet pussy. Her head rolled from side to side and moans escaped her lips. She would grind, wiggle and push to the rhythm of my finger fucking. My plan was first one finger half way in and then a second. Patience I told myself. With my index finger working deeper inside she let out a moan of pain. I removed my finger because I thought I had hurt her but she grabbed my hand and returned it to her pussy. I whispered, "Sweetheart this is your first time and we have to work together. This feels good but also it might hurt because it is your first time. If you relax yourself down there it will be easy to accept me inside of you." She looked down at me and moaned, "Ummm Mike it only hurt a little and then felt good again. I want this more than anything so please don't worry. I can do this, I know I can." I reminded her that women do this with men all the time. She kissed my hand and said, "Please put your fingers in me I want to be grown up." Her confidence was all I needed. I knew it was critical she relax and accepted my fingers inside of her if I ever wanted to fuck this tight little girl. It was all up to her desire to become a woman. I added my second finger and she moaned louder. Her knees came up over my shoulder. I knew her nipples were very sensitive so I moved up to give then a work out. The figured the pleasure I gave her by sucking her tits would cancel out the pain of my fingers violating her tight body. The more I sucked her little nipples the wilder she got. I began to feel her virgin pussy contracting around my fingers trying to draw them deeper inside. There was no doubt her young pussy was beginning to loosen up the more we played. I told Charlotte that a twelve-year-old girl should be physically able to take a grown man if she was willing and prepared. Her legs spread wide making it easy to access her and enjoy the beautiful view of her perfect young pussy. I admired her body as my fingers entered. Our efforts began to loosening her pussy. Her hips rose off the bed as my fingers slid faster and faster inside her. She was getting used to the sensation and welcomed it with a vengeance. I noticed her moaning had increased in intensity. All signals were telling me it was time to reach our next level of passion. I steadily worked my fingers inside this little lover. It was time to introduce her to something she never could have imagined. I started by moving my licking and sucking lower down her tummy, past her belly button, her tan line, lower to her hairless mound and down to her fresh new pussy hair. She squirmed in delight as this new sensation hit full on. She easily gave in as quickly as I began. My tongue began searching for her small clit hidden somewhere under that little pink hood. Positioning myself between her legs I knew she had lost all inhibitions regarding her "private parts". I looked up from licking her pussy to search her face and knew her mind was not with me at that moment. She was enjoying my eager sucking. These sensations were almost too much. She didn't care that I was between her legs getting a good look and tasting her private parts. The beauty of her treasures made this event a chance of a life time. As she aged her hairless mound would be hidden beneath a carpet of course hair, her small clit would grow dark and into a woman's. Her perfectly tight pussy would soon expand and she could take any man but on this day she was still a little girl. I looked at her and saw a mixture of pleasure, wonderment, and excitement. I returned to position myself between her legs and raised her hips by putting pillows under her. Charlotte's slit was a little red from getting finger fucked but her pussy looked perfect just the same. Pink and new I began to savor the taste of her young cum. First I toyed with her hood by pushing and playing it from side to side. She enjoyed my tongue most of all and yet there was more. I took my fingers and spread her hood looking for her tiny button. My eyes scanned deep into her pink skin moving folds until I finally found it. I finally had her little nub of a clit in my mouth. Not the size of a woman's, Charlotte's was very small and cute. It matched her perfectly. I started to lick and suck her clit. She began making short whimpering sounds. Her legs started to twitch. Never could she imagine a feeling this wonderful. Her clit began to enlarge but only a little but that was all I needed. My lips surrounded and gently suckled her child clit. She gasped for air. Her hips began to move in time with my finger thrusts. I began to realize her mixture of cum and orgasms might bring the physical changes needed to allow me to enter my little Charlotte. My final test was a third finger. If she could take a third finger inside her young tight pussy then my thin cock must surly follow. This was our ultimate goal. Charlotte was totally into the sensation of my tongue inside of her. She didn't seem to notice as I added a third finger into her body. This twelve year old girl was lost as she experienced her first oral orgasm. Her head rolled from side to side and her legs spread wide with me in between. My cock was rock hard and begging for release. I sampled her cum as her little body tried to make the lubrication needs our lovemaking demanded but alas she was still a little girl so her cum lacked volume but tasted like fine wine. I was able to slip all three fingers inside and she was handling it well. A mixture of lubrication from my oral stimulation made up for her lack of cum production. With her legs apart and totally relaxed it was time to make her a woman. I kissed and hugged my little lover. She said "Mike I have never wanted anything so bad. If having you inside feels as good as this please put your peter in me". I rolled so she was on top of me. Coaching her now I told her how important it was that she control how fast my peter entered her body. She nodded with a cute smile kissing my forehead. I held my cock straight up and she raised herself over him. It took a couple attempts but on the third try I could felt the warmth of her young body teasing the head of my cock. I saw my head touching her dark pussy hair and felt the warmth of her body as she lowered herself over my head. She settled on my cock and started working him into herself. Her face said it all. I read both pain and pleasure. She moaned and whimper when she made the mistake of letting me in too fast. She would rise off than quickly squirm back down. Her hips rotated in a circle, instincts telling her it was important to enlarge her pussy. For ten minutes she worked her body as far as she could and yet my cock was still only three inches into her virgin pussy. She started a rocking motion front and back and began to pick up speed. Her hair was a mess as she rocked her hips. She was hot and sweaty and yet she looked perfect. Working my cock to the half way point she could go no farther. Her willingness to take me was interrupted by her taunt cherry. It was now my turn to show her pleasure. I rolled her over into the missionary position wanting to made sure she was ready for what came next. She reached up to caress my cheek and cried, "Mike I want this. I want us to do this please!" Kissing I told her she must relax and want this to happen. Her body needed to accept me willingly. She nodded her pretty head and spread her legs high to my chest. Looking down I could see her bald pubic mound. Looking lower I could see my cock enter her. Charlotte looked up at me when I slowly reenter her body. With her legs spread wide to accept me and her knees high on my shoulders it was easy to put him back to his original depth. She moaned in pleasure as I concentrated my efforts on her previously stretched young pussy. I worked my cock to where she stopped earlier. Hitting this spot she began running her hands over my arms and chest. She was a little nervous so I reassured her with a tender kiss. I knew this little girl was mentally ready for me but I must now prepare her for the physical pain of breaking her cherry. I could feel her cherry skin stopping my cock. Whenever I applied pressure my little dear Charlotte would pull away. This was troubling. I asked her once again if she was ready for me and each time she nodded yes. I know I didn't want to hurt my lover but at the same time I needed to shoot my cum deep inside of her pussy. I had an idea. I withdrew my cock until only about two inches were in her. This area of her pussy was very loose and ready. She got pleasure from this area and could take me easily. As I worked him out and in she started to moan and squirm meeting me with short hip thrusts. Her moans were full of pleasure. My cock was working her to an orgasm and I leaned down to take her sensitive nipples in my mouth. She cried with pleasure as I began sucking her nipples. Her hips started to thrust against my cock. Her young pussy began to lubricate with a mixture of pre-cum and her little girl juices. I could sense an orgasm was building deep inside of her body. She started screaming in a little girl voice but this scream was pure pleasure. Her legs were as wide as she could get them. I began to feel the contractions of her little pussy pulling on my cock. She may have been small but her body more than willing. As her orgasm built she started to thrash and beg me for more. She looked up at me through moans and begged, "Oh Mike I want this so bad. Please make love to me Mike. Oh Mike!" It was time for me to take her. This was the moment I had been waiting for. My small pre-teen lover was in ecstasy with half a cock in her and me sucking her nipples. She was building to an intense orgasm and was lost deep into the pleasure as I made the final push though her cherry. My final hard hip thrust met with moans of pleasure. I had timed it perfectly. She had been at the peek of orgasm when as I felt my cock break through. Her eyes went wide and she grabbing my arm. At first she seemed confused not knowing what happened or which was stronger the pain or pleasure. Slowly I withdrew my cock from inside her. She lay there with feelings of wonderful pleasure and pain. Between breaths she asked, "Mike what just happened? I felt something break inside and it hurt a little." I kissed her lips, "Babe you just became a woman. We can now make love like a boyfriend and girlfriend should." She looked down at my cock half out of her pussy and said in a surprised voice "Wow you put all of him in me?" I smiled, "Watch sweetheart." She looked on in wonder as I slowly put him back in. "Only a woman can do that Charlotte" I whispered. She clapped her hands, "Mike I can feel you in me! It feels like your pushing on my insides when you're in all the way in but it feels so good. Do it more please." I positioned my arms to her side and started thrusting my hips. Her feet were on my shoulders and pussy wide open to accept me. She was totally ready for this. I looked between us and saw her hairless white pubic mound meeting with my hair. The contrast was very erotic. Even though I was fucking her good now she was still tighter then any woman I had ever fucked. My cock was fully inside of this twelve-year-old girl and she loved it! Our bodies met with each thrust. She started to become a wildcat. Her fingernails scratched my chest and arms. He hips would meet mine with a slapping sound. I put her legs over my neck. He pussy was perfectly positioned for deep thrusting. She started to roll her eyes and moan in little girl's voice. I could feel her youthful cum mixing with mine coating her pussy lips. Her body meet my thrusts again and again. Her instincts took over as our bodies pounded each other. I could feel my balls beginning to build to climax. I had been waiting for this moment for hours and now it came. I fell on her and kissed her deeply. She grabbed my hair and returned my kisses with equal passion. "Oh sweetheart" I moaned, "I am ready to give you my semen. It's a lot sweetheart... here it comes baby..." My voice trailed off in a long moan as my hot cum left my body and entered hers. She caressed my face as four large shots of man cum enter her little body. "Oh it's warm and wet Mike" she said. She felt my warm cum begin flood her little womb and moaned, "I feels warm inside Mike." My thrusts had subsided enough for my mind to finally catch up to my body. I felt her little pussy contacting around my cock drawing cum deeper into her body. "Sweetie what you feel is your body taking my semen deep into your womb trying to make a baby. I know you're too young for that but your body is trying." She thought this over for a second then changed the subject. "I can feel your peter getting smaller!" she giggled. "If feels all wet down there." I rolled her over so she was on top this way our cum would flow out of her and onto me. I saw the mixture had a trace of redness from breaking her cherry. Laying on my chest she let out a long sign. I put my arms around her realizing I had just fucked this little girl and wondered to myself what the rest of the summer might bring. She looked ay me and whispered, "I loved this Mike, thank you." And drifted off for her nap.