Note: This story was dynamically reformatted for online reading convenience.
 
 First Student-pt.3THE PEDO THREESOMEI laid Kim down on the bed.  Kim
immediately slipped herself under the sheet and looked over at Carrie.

   "What do you want to play, Carrie?" I asked, holding my breath.  My life
depended on the answer.

   "Well, my cousin Bobby taught me to play like you were playing.  Can I
get in the bed with you?  I promise I won't tell anyone...  pleeeeease?"Kim
looked up at me, a big smile was breaking out on her face.  She pulled back
the sheet for Carrie to get in.  In the process, she revealed that she was
naked under the sheet.  Carrie dropped her blanket.  She was ALSO naked as
the day she was born!  I looked at her budding tits and cute little
hairless crack.  Her hand went to her pussy as she stood waiting to be
invited in.  I noticed her finger pushing in right where her clit should
be. She scrambled up on the bed and grabbed the sheet, scooting close to
Kim.  They both hugged and giggled.  They looked over at me..  waiting...

   "Well, Mr.  G?  Aren't you going to get in?" they asked as one.  I felt
outnumbered suddenly.  They both watched, giggling as I dropped my towel
and slid into the bed next to Kim.  Their giggling got louder as they
looked at my dick.  It stood out like a rod, waving in their face as I
moved beside the bed.  I grabbed it and shook it at them, prompting a gale
of raucous, naughty laughter.Kim slid herself over me, climbing to the
other side so I would be in the middle.  In the process, she deliciously
slid herself over my penis, giving it a quick squeeze.  It was suddenly
painfully erect.Carrie snuggled up to my side and looked across my chest at
Kim.  The feel of her soft, young body pressing against me was
unbelievable. I felt her hairless pussy pressing against my thigh.

   "What kind of games to you play, Carrie?" I asked, hoping she would tell
us and give me an idea of just HOW educated in the art of lovemaking she
actually was.

   "Well...  my cousin likes me to hold his thing, like this," she grasped
my dick,"only his is smaller and I can put my fingers all the way around."

   She started to slowly masturbate me as she talked, her voice barely
above a whisper, as if to keep the spell from breaking.

   "mmmm..  that feels good Carrie.  Can I touch you in your private place
and make you feel, good, too?" She nodded her head, her hand never ceasing
its up and down motion.  I gently ran my hand down her back, feeling the
amazingly soft skin.  My hand reached her butt and ran under her crack,
coming to rest against her tiny slit.  I rubbed the outer surface, feeling
the top of her clit begin to stiffen.Kim, not wanting to be ignored, poked
a finger in my ribs, making me grunt.  "OK, Mr.  G., don't forget what you
promised me in the shower.  I get you first." "OK, sweetie, but let's
include Carrie, too, eh?  It might be fun to let her join us." I slid down
in the sheets and turned slightly to Kim, pulling my hand off Carrie's ass
and pussy.  She groaned in protest.  Carrie tried a compromise.

   "Mr.  G.  can I sit on your tummy while you make Kim feel good?" She
began to climb onto me as she was saying it.

   "Well..  let me help you settle." I was afraid she'd try to impale
herself prematurely.  Instead, she sat ON my penis, trapping it flat
against my belly.  My left hand was on top of Kim's stomach, making little
circles, getting lower and lower.  Carrie laid on my chest, allowing her
pussy to part and trap my dick in the crack.  She watched as I explored
Kim's pussy.  I found myself hunching easily up and down, drawing my dick
along Carrie's slit, giving her some pressure on her tiny but swollen clit.
She sighed quietly and wiggled her butt, spreading her legs wider to accept
my dick deeper into her slit.  I felt some lubrication begin to form.  My
"hotdog" was sliding along her slick little "bun." Soon, someone was going
to have some "mayo" to deal with if I kept this up.Kim, in spite of winning
the deal, was disappointed that I had allowed Carrie to sit on me.  She lay
still as I pressed into the upper portion of her crack, rubbing her clit
gently.  She lifted her hands above her head, surrendering to me
completely. This also allowed her breasts to peak temptingly.  Her little
hard nipples standing high.  Soon her breathing began to deepen and get a
bit ragged.  Her legs parted and I dipped lower and lower into her pussy to
get lubrication.  When I dipped my finger into her vagina, she gasped and
trapped my hand with her legs.

   I wiggled a fingertip against her clit while pressing my other finger
deeper into her pussy.  Her legs began to relax and part.  She lay with her
eyes closed, concentrating on the feeling.  Her hands alternated between
gripping my forearms and the sheets.  Kim's hips began that familiar
undulation, fucking herself on my fingers and hand.  I noticed her lips had
pursed into a whistling shape.  Her eyes were shut tight, but they were
dancing behind her lids, as if she were dreaming.  Carrie sat up and began
to slide herself up and down on the bottom of my dick, coating it with her
juices.

   Before I came all over my stomach, I stopped everything and sat up a
bit. I lifted Carrie off me to side and turned completely over toward Kim.
I leaned over and kissed a pink nipple gently.  She opened her eyes and
looked lustfully at me.

   "Kim.  Do you want me to put it in you?" After a long silence of heavy
breathing, Kim responded.

   "Yes.  Please do it.  Do me.  It's feeling so good.  mmmm...." I kissed
them both and hugged them, telling them I had a plan.  They eagerly agreed.
I laid Kim in the lower center of the bed and Carrie at the upper left
side, both on their backs.  I started working my way up and down both
girls, starting at Kim's feet and working up to Carrie's face, then back
down.  Along the way I kissed both girls' pussies and licked their rising
nipples.  They giggled and cooed at first, then grew silent as their
emotions rose.  At last, I stuck my tongue deeply into Kim's pussy, drawing
a long hiss of breath from her.  My hand had reached up and was gently
massaging Carrie's clit, too.  When I felt that Kim was about to come, I
stopped.  She groaned in protest.

   "Make it happen, pleeeease.  You said you'd stick it in me..  pleeeeease
...  noowwwww.." she whined.

   I had Kim sit on my lower stomach where Carrie had been, trapping my
penis as she sat.  I asked Carrie to crawl over and straddle my face,
putting her pussy right on my lips.  She began to shiver and slowly hump my
mouth and nose.At the same time, Kim started to slide up and down my penis,
coating it with her goo.  Her head lolled forward, her eyes were closed. 
After a minute of this, I felt her stop and rise up a bit.  I reached down
and lifted my dick to stand between her swollen, sopping wet lips.  She
slowly began to sink down as I slurped and licked Carrie's precious pussy.
It was a little smaller than Kim's, Carrie being a year younger, but, like
Kim,she had no hymen.  I had slid my finger all the way into her and found
that she was well broken-in.Kim began to rise up and sink down again,
starting the age-old motion of fucking.  Her mouth opened in a soft moan,
her eyes just slits, rolled up in her head.  She was close to coming
already.  I was so busy concentrating on both girls that I had forgotten to
enjoy the ride.  Kim's soft vaginal passage was amazingly snug and gooey.
She was lubricating pussy-grease like a faucet and it dripped down my dick
to my balls.  Every few strokes, her pussy would make a slurping sound,
like someone sucking my dick.  I was loving it.  I gently caressed her
bobbing titties, rubbing the nipples with the palm of my hand until they
were painfully crinkled.

   Meanwhile, Carrie was leaning forward against the headboard, pressing
her pussy against my nose and chin.  My tongue was working between the clit
and vagina, flipping the hard nubbin and then dipping deeply into her
snatch.  Her taste was like all small girls -- a bit tart, but clean and
sweet, too.  I decided to try to make Carrie come on my face first, then
finish in Kim.  I went to work on her clit with a vengeance, flicking it,
then sucking the distended nub between my lips.  It worked.  Carrie moaned
and began to buck against my face.  She was almost getting too loud.  I
held her butt and slipped a finger up against her anus, pressing in a
little as she came.  The effect was dramatic.  Carrie froze for a second,
then began a fast vibration as if she were shivering.

   "gggg-ggg-g-aaaagggggg...  mmmm[gasp] ..  oh..  gaaaaaaaa...hoo.. 
[gasp]0ooooooooo...." Her pussy dumped more juice in my mouth and she was
gasping for breath and grunting.  I slipped the finger out of her ass and
slid another one deep into her pussy.  Her orgasm renewed with a strangled
sound.

   "agggg...ooohhhh" Her vagina was clamping and releasing.  as she came
and came.  I wiggled my finger in her steamy tunnel and felt the hard spot
of what we now now as her G spot.  She squeaked, grasped my hair as if to
pull it out, gave a final shudder and moaned a deep, satisfying moan of
release.  Finally, she fell over and moved off my face.  She was panting
like a long distance runner.Kim then had my undivided attention.  I began
to grip her butt and slam my dick deeply into her as she bounced opposite
my rhythm.  Her hands gripped my forearms as I held her waist and pushed
her up and down on my swelling dick.  Her hair flopped over her face,
giving her that wanton look for such a young Lolita.  Her thrusts began to
slow and grind against my pubic bone.  Her mouth sagged open, then made
that familiar "O" as she began to pant and huff.  I have screwed a lot of
women and they all seem to have that in common: when they are approaching
their orgasm, they want to make that "O" with their mouth.  It usually
tightens into a tight "oo", their breath whistling as they peaked.Kim began
to lose control of her thrusts, she was completely into herself, seeking
that release that we all crave more than drugs could ever provide.  She
leaned over me and began to slam her cunt against my hips, moaning in a
rhythmic wild fashion.

   "mmmMMMMmmmMMmmmGgggggagGGgaaa..Ogodogodogod...AG..ag.....ag.....
...oooommmph!....  MMph!...  hoo..oooogg...oh.....  oh.........ooooooooo...
mmm.....", the sweat of relief dripped down her face and she collapsed on
my chest.  I gently held her as she began to cry a bit, sniffling.  Carrie
was petting her gently, too...I then realized that through all this, I had
not come.  I was still rock hard.Kim rolled off me, my dick slurping as it
came out of her tumid pussy lips.

   "ohhh....  Mr.G...  that was soooo gooooood...  mmmmmm....  I never felt
like that...."

   "Lemme do it..  I wanna do it now...  pleeeease...  She had her turn..
now do me..  pleeease...  I wanna feel how good it feels...  I never had it
up in me before...just a fing...  " Carrie stopped, realizing she had said
too much...  "I don't know, Carrie, I may be too big to go up in you...." I
pondered aloud.  My dick was dripping pre-cum and still hard as a rock as
Carrie massaged it up and down.

   "Let's try...  I won't tell..  and I won't cry...  pleeeeease..." she
whined once again as she tried to climb on top of me.I rolled her over and
pulled her legs up high, splitting her in a folded "V" Her gooey pussy was
pouting and ready.  I raised up over her, placed my dick in the groove,
found her entrance and sank into her before she even knew it.  My dick went
in about four inches before I stopped.

   "Agggg..ooooowwwww...  oh..  that hurts..." she screamed.

   "Too bad..  shut up and fuck little girl..you wanted it..  now take
it..." I growled and began to pump, working my dick deeper and deeper into
her tightly stretched pussy.  I leaned up on my stiff arms and looked down,
watching her pussy lips pull out and in as I sawed back and forth.  The
feeling is unlike anything I've felt, before or since...  those tight lips
clinging to my dick for dear life.  Soon the feeling was too much and I
dumped my second load in less than an hour into the tight snatch of a young
girl.As I pumped into her, her breathing suddenly changed and she grasped
my arms in shock.

   "What's h-h-ooo ...  oooo...  it feels so...  ooh...gooooood...  oh...
oOOOooooo...." she panted and bucked up against me, experiencing what was
surely her first true orgasm.  I took the cue and pounded into her tiny
cunt, trying to keep all the erection I could muster after two orgasms.

   Gradually, my dick began to shrink as I pumped slower into her.  She
sighed deeply and looked longingly into my face.  Her sweat-drenched hair
clung to her forehead.  She looked all the more innocent and my heart felt
a pang of sorrow for having taken her by a bit of force.  Nonetheless, she
still seemed to enjoy it.

   "whew!  Thanks Mr.  G....  that was fun!" she breathed as I slipped out
of her.

   "But now, I'm dripping stuff out...  oooh....  "

   I rolled off Carrie to breathe and recover, only to feel Kim's hand
grasp my sticky member.  I kept my eyes shut, just enjoying the feeling of
her small hand as it explored my shrinking pecker.  Suddenly, a warm
feeling enveloped my dick.  Kim had sucked it into her mouth!  I felt her
tongue as it swished around, cleaning the goo off me.  The feeling was
wonderful.

   "Kim...  uh..  you don't have to do that...  but it feels ...  great!"

   I breathed, afraid to open my eyes.  Kim hummed something as if she were
trying to answer me without taking my dick out of my mouth.  My dick
spasmed at the stimulation, trying to squirt out a last little bit of cum.
This was too good to be true.  Kim slid me out of her mouth and continued
to jack on it.  I was beginning to respond, unbelieveably.

   "mmm...  it tastes...  kinda good..  I like to do it..  'cause I know it
makes you feel good..." she said softly and leaned back in to suck it some
more.  My hand drifted down her bare back and slipped down between the
crack of her ass as she bent.  She moved so that I could get better access
to her.  My fingers slipped down under and found her syrupy cunt.  I
slipped a finger in her vagina and another along her lips to her clit.  I
began to return the favor.My dick was slowly returning to a semi-hard
state, a miracle by any standards.  I rolled sideways a bit, pushing her
legs open so that I could get to her pussy.  As she sucked, I fingered her
clit and kissed her thighs, pushing them wider.  Eventually, I pulled one
leg over my head and placed my mouth over her entire pussy.  I could lick
from clit to asshole in one swoop.  WHen I did, she moaned into my dick,
giving me an additional stimulus.  I poked my tongue deep into her vagina,
then slid it down to flick her clit.  She began to hump my face and breathe
hard..  her mouth opening around my dick so she could get more air.  She
forgot about sucking and got lost in the feeling.

   As I licked, my hands rubbed her ass and alternated between stabbing
deep into her pussy and rubbing along her puckered asshole.  She began to
keen a soft sound with each breath.  She was going to cum soon and I had a
surprise waiting.  I grabbed her clit hood with my lips and sucked it into
my mouth, flicking it brutally with my tongue.  As I did, I pushed my thumb
into her vagina and my middle finger began to press into her slimy ass.  At
first, she jerked, her asshole clamping down.  But eventually, the muscles
relaxed as she began her ascent to another orgasm.When I heard her grunt
and felt her vagina clamp down on my thumb, I bit down on her clit a bit
more with my lip-covered teeth and shoved my long finger deep into her ass.

   "Unh..  " she grunted, then shook as if she were having an epileptic
fit. Her hips vibrated and hunched my face, bouncing me against her pubic
bone almost violently.  I held on and kept up the assault.

   "uunnnhhh....  ggg......ag.....hoo....  ggg....  unh..  unh..  unh..."
she moaned and humped, clasping her hands around my waist and humping my
face.  I held her and let her clit go, giving it an occasional flick which
resulted in another spasmic jerk.  Eventually, she fell silent and rolled
away from me.  She was breathing hard.  Her eyes closed.

   My dick, which was rock hard, was looking for a hole and suddenly it
found one.  Carrie plopped herself on me as she had been before, straddling
my turgid pole with her slippery, cum-leaking cunt."ooo...  Mr.  G...  I
think I want you to...  um...  put it in ...  uh...  " she quietly
stammered as she rocked back and forth coating my dick.I started to push it
into her vaginal sheath when she froze."no...  not there...  back...  " she
slipped forward a bit, forcing my dick to lodge in her tiny ass.  I
couldn't believe it.  This little gal wanted to buttfuck!  OK...  let it
be. I pressed my dick against her slick asshole and after a minute, her
muscles relaxed, allowing the head to slip slowly in.  With a final pop, it
went a couple of inches into her colon.  THe feeling was unbelievably snug
and hot and....  awesome...I pressed further and eventually, my entire dick
was balls-deep in her ass.  She clenched her eyes shut, concentrating as
she sat tighter and tighter against me.  I reached one hand behind to feel
my dick as it slid in and then out a bit and then deeper.  With my other
hand, I reached a thumb down to massage her clit.  She cooed and started
her rocking motion.  We humped and pumped until I could stand it no longer.
I pressed her clit while my dick shot a load deep in her bowels.  She
moaned and humped back at me.  After a while, she fell over on my chest, my
dick slipping slowly out, to be followed by a drool of cum which dripped
down my balls to my ass and the bed.  We were a mess.We fell asleep that
way.  When the phone rang in the morning, it was the lead chaperone,
calling to wake me and ask me to beat on the room door next to me.  "We
can't get them to answer their phone or open the door.I knew why, because
both girls were sleeping curled up next to me.  I quickly woke them,
dragged them into the shower with me and cleaned them up.  We dressed and
packed, everyone giggling as little comments were passed back and forth
between the rooms.After an hour, we were ready to meet the rest of the
group and start back home.  It had been truly an educational trip for these
two girls.
   end - so far...