Note: This story was dynamically reformatted for online reading convenience.
 
 This story is entirely fiction.  These people don't exist except in my
imagination.  While I enjoy reading and writing about older men with young
girls 10-20, I have never actually done anything remotely similar -- not
that I wouldn't like to.

   Needless to say, this story belongs to me.  You can share it with
friends but don't rip it off for any kind of personal gain without my
written authorization.



   -------------------------

   Last Weekend (Mg12)

   I gotta tell someone about my weekend.  You see, my parents went to Las
Vegas for a few days and they told Rob (my brother, remember?) to look
after me.  Yeah!  Fat chance!  All he wanted was to have his girlfriend
Cathy stay overnight at our house.  He didn't care if I was alive or not
just as long as I didn't bother him.

   So, anyway, on Saturday I went over to the mall, like I always do, but
my friend Louisa couldn't come with me so I went by myself.  I wore my
little leather skirt -- the short one -- with a bandeau that makes my
boobies look bigger than they really are.  I mean, they're ok for a 12
year-old but they're not big like Cathy's.  But she's 17, right?  And
they're *supposed* to be bigger.  I hope mine will be, too.  But they're ok
now.

   I was getting some real good looks from the high school boys at the mall
but I didn't let on I knew.  It made me feel sooooo hot!  Then I got a Coke
and sat down at one of the little tables in the food court.  There was this
guy there who kept looking at me.  I mean he was old, like maybe 30 or
something and he kept looking at me and smiling.

   He wasn't bad looking, though.  He had blonde hair and a real nice
shirt. I think it was silk or something.  Anyway, he kept looking at me and
pretty soon I saw he was rubbing himself under the table.  At least I think
that's what he was doing.  Wow!  Was he rubbing himself because of me? 
Totally kewl!

   Old guys never pay any attention to me.  Boys my own age do but they're
such dorks!  Here was this guy looking at me and rubbing himself, I guess
'cause I looked sexy.  I kinda liked it so I smiled while I was drinking my
Coke.  He smiled back and I got these shivers all up and down my back and I
felt funny down between my legs.  You know, like when I rub myself there.

   So, he was still rubbing himself and I started feeling all horny-like
so, you'll never believe this, I turned my chair and kinda pulled my skirt
up so he could see my panties.  Wow!  I could feel myself getting all
slippery down there.  I couldn't help it!  I wanted to rub myself, too, but
I figured someone might see, so I just opened my legs a little bit so only
he could see me.  My heart was beating real fast!

   Ohmigod!  This was soooo scary.  He got up and came over to my table and
asked if he could sit with me.  He was real tall, maybe six feet and I
could see his pants sticking out right in front of my face.  I mean, like
it was awesome.  His 'thing' looked like it was huge!

   I didn't say anything.  I mean, I COULDN'T say anything.  I just kept
looking at the bulge in his pants until he sat down anyway.  I felt like a
baby.  Geez.  This guy asks me if he can sit with me and I just stare at
his dick!  How lame can that be!

   Well, he sat and smiled at me.  He had this great smile -- all friendly
like.  And he says to me, "Ive seen you here before and you always look so
hot I just had to say hello." Wow!  Nobody thinks I'm hot.  I mean, people
like me but they don't say I look hot, even when I feel hot.  I think the
leather skirt did it -- and the Spandex bandeau.

   Anyway, I think I turned all red when he said that and I could feel my
heart beating like it was gonna jump out of my chest.

   "I'm Phil," he said.  "What's your name?"

   I almost couldn't say it.  My throat was all tight and everything. 
Finally, I kinda squeaked out, "Heather." He told me that was a pretty name
and that it was almost as pretty as I was.  Omigod!  He was hitting on me!
Me!  Heather.  Geez.  Here I was, too young to go on dates or anything and
this old guy was hitting on me.  I didn't know what to do, so I just smiled
and said, "Thank you."

   So, he asked me what I was gonna do in the afternoon and I said I didn't
know.  Then he asked if I had had lunch yet and I said "No" 'cause it was
only about 11:30.  He asked if he could buy me lunch and talk and I said --
really, I said this -- "Yes." I couldn't believe it.  Here was this guy
about 30 hitting on me and I was getting all wet and my heart was gonna
come outta my chest and I said yes.  He coulda been my dad, he was so old.
But he was kinda good looking and he said I was pretty and I was making him
all horny and stuff and I guess I liked all that.  Geez!

   Well, we had McDonald's and talked.  Well, mostly he asked about me and
what I liked to do for fun and stuff.  When I said I liked to go to movies,
he asked if I wanted to go to one today.  You know what I said?  I said
"YES!" So we walked to the other end of the mall, you know, where the
cineplex is, and he chose a movie I never heard of.  He wanted to buy me
another Coke but I said I didn't want one.  I had to pee real bad so I went
to the ladies room.  He was waiting when I came out and he held my hand as
we went into the theater.  It felt sooo good!

   We sat down in the very back row and we were the only people there. 
There weren't very many people anyway.  And he put his arm around me right
from the start.  He didn't wait till the lights went out or anything and he
pulled me close like we were hugging.  I thought it felt nice but I was
afraid he could feel my heart pounding.  Maybe he did.  Anyway, he had his
arm draped over my shoulder and, when it got all dark and the movie
started, I felt his hand on my boob.  Really!  he just kinda laid it there
at first and I didn't do anything.  I just stared at the screen.  But I
kinda liked it.  I've never had a boy touch me there and I was, like,
freakin' out but I didn't want him to know that, so I just sat still.

   Pretty soon I felt his hand moving and his fingers were kinda playing
with my boob, kinda stroking it from the bottom up.  I felt him touching my
nipple cuz it got all hard and I felt all nervous-like.  I looked around to
see if anyone was watching but no one had sat down anywhere nearby and
everyone was looking in the other direction.

   Then I felt his hand trying to get under my top and I didn't know what
to do.  But I liked how his hand felt on my titty before so I just let him.
I looked at him and he smiled so I just smiled back and let him put his
hand down my top.  His hand was all warm and soft and he was being real
gentle.  He got my nipple between his fingers and kinda rolled it back and
forth.  It felt sooooooo good!

   The movie was french or something and I couldn't understand it but they
had writing at the bottom that said what was going on.  Anyway, it was all
romantic, well sexy, and everything.  There were these young kids -- a boy
and a girl -- on a farm somewhere and they were kissing and taking off
their clothes in a barn or something.  Anyway, it actually showed them
'doing it.' At least I think they were doing it.  First, she laid down and
spread her legs and he got down between them and he kissed her there. 
Yeah. Right between her legs!  I heard about stuff like that but I never
saw it before.

   Then he laid down and she put his 'thing' in her mouth and sucked on it.
She was moving her hand up and down and sucking it like crazy.  Then they
did it.  I couldn't see much 'cause they had it kinda blocked by something,
but he was between her legs kissing her and his butt was moving up and
down. I'm pretty sure they were fucking.  OMIGOD!

   Then I felt his hand, Phil's, I mean, on my bare leg and he was moving
it higher and higher while they were fucking on the screen.  I even opened
my legs a little.  I felt like such a slut but I was enjoying how it felt.

   Phil pushed my skirt higher until his hand was on my pussy and I could
feel his finger rubbing on my slit through my panties.  I think they were
all wet by now 'cause his finger felt so slick.  Anyway, he rubbed for a
while until I thought I was gonna have an orgasm like I do sometimes when I
rub myself just right.  He really knew how to do it, too.

   But the movie ended while he was doing that and the lights came on.  He
looked at me and smiled and then he took his finger, the one he had been
rubbing my pussy with, and put it in his mouth and sucked it.  Wow!  I
guess he really liked it; I know I did!

   So everyone except us got up and left but he said he had to wait a few
minutes.  He said he 'had this problem' and then he put my hand in his lap
and I could feel his huge dick.  He said he would have to wait a coupla
minutes before he could walk outside.  I thought that was funny.  So we
talked for a while.

   He said he was a photographer and he wanted to take some pictures of me
that maybe could get me a job as a model for a catalogue or something and
he asked could I come over to his place this afternoon so he could make
some 'test shots.' Wow!  This was moving kinda fast but I knew Rob didn't
want me at home today when he and Cathy were there so I figured I didn't
have anywhere else to go and Phil was starting to turn me on, so I said
'yes.'

   We took his car to a real nice apartment building in the nicest part of
town.  He stopped on the way and bought some frozen lasagna and a bunch of
other stuff and I helped him carry the bags up to his apartment.  Wow!  How
cool was this?  He was on the 15th floor and had a balcony that looked out
over Owen's Park with all the trees and stuff.  There was this huge TV on
the wall and modern furniture and, like, wow!

   So, he puts the groceries away and then he asks me if I want some wine.
I told him I never had wine before 'cause my parents didn't drink and my
brother Rob only had beer sometimes.  Anyway, he pours me a glass of rose,
kinda pink stuff that tasted real good.  He laughed.  "Don't drink it like
Coke.  Sip it slowly." I felt like a fool.

   Then he showed me his 'studio.' It was a bedroom with lots of lights and
stuff and a camera all hooked up together.  He turned everything on and
took a picture of me holding my wine glass and then showed it to me on the
little screen on the back of the camera.  I looked pretty good, well, I
looked older, holding the wine.  He said I looked terrific and that I might
be able to make some money -- 'Big Bucks' is what he said -- modelling.  He
said I could make maybe $50 an hour modelling clothes and maybe $100 an
hour doing underwear.  Geez.  Mom only paid the last babysitter $15 an
hour.

   So, Phil had me stand up against the wall and he turned his lights
around and had me do this pose and that, standing straight, bending over,
standing sideways, turned around so my butt was facing the camera.  He kept
clicking away, giving me directions and telling he thought these pictures
were gonna be 'awesome.' I was really enjoying it.  I think I drank two
more glasses of wine while we were doing that.

   Then he had me sit on the bed with my skirt pulled up so he could see my
panties.  It didn't bother me this time.  I was getting used to him seeing
my panties.  After all, he already had his finger in there at the movies.
Then he said he knew an agent that might want some sexier pictures and
might pay $200 or more for a set with me undressed.  He said he couldn't
pay me right now but he thought I was a 'shoo-in' for some 'real money.' He
said this guy would pay him in cash and he would pay me part and I could
keep it and not say anything about where it came from.  I was thinking
about this really sexy bikini I wanted and my parents wouldn't buy for me,
so I said ok.

   Phil asked me to stand by the wall again and to slowly lift my top,
little by little.  He kept taking pictures and the lights kept going 'pop,
pop, pop.' Pretty soon I had my top up around my shoulders and I knew he
could see my boobies, 'cause he kept saying stuff like, "that's wonderful,"
and "terrific" and making me feel all sexy.  This wa sooo easy -- and fun,
too.

   I pulled my top off over my head and turned this way and that for Phil
and his camera.  Then he asked me to undo my skirt and take it off slowly
just like I did with the top.  I took another drink of wine and got back in
front of the wall and he moved in close and took some closeups of my hands
on the zipper.  Then he moved back and kept clicking away as I pulled the
zipper down in the back.  I held the hem and tugged it slowly so he could
get lots of pictures as my skirt came off and down my legs.  He had me stop
and take my shoes off.  He didn't think tennies looked right.  So he had me
bring the skirt back up a little and then slowly down again until it was at
my bare ankles.  He moved back to get pictures of me stepping out of it.

   I was kinda embarassed by my cotton panties.  I didn't think they looked
sexy enough but Phil thought they were fine.  He had me turn around and
then look back at him.  Then I bent over and looked back so he could see my
panties and my face at the same time.  Then he had me turn a little so he
could see my boobies.  I was getting really excited now and I saw that he
was, too.  His dick was poking out in front like it was at the movies but
this time he was standing and it was sticking straight out.  It was soooo
sexy.

   Then he asked me to sit back down on the bed and he took some more
photos.  He said I should sit with my legs crossed and my arms behind me so
my boobs stuck out more.  Then he asked me to lie down and face him while
he walked around the bed taking more pics.  I was already feeling like a
model and I wasn't embarassed any more about having him see me naked.  So,
when he asked me to raise my butt off the bed and slowly pull my panties
down, it was like I had done that a hundred times.  I felt so sexy and
sluttish because I knew I was making Phil hard inside his pants and I was
imagining all these men who would see my photos getting hard just looking
at me.

   He took about fifty pictures of me pulling my panties off!  He had this
really neat camera and he would show me what I looked like every so often.
I thought I looked so sexy and he kept telling me I did.

   Then he asked me to lie back with my legs open so he could see my pussy.
I didn't get worried at all 'cause by now I was really enjoying all this --
and I think the wine was making me less self-conscious.  He kept filling my
glass.

   I laid back on the edge of the bed, lifting my head and shoulders on my
elbows 'cause he wanted to see my face, too.  "Play with yourself," he
said. Ohhh, I really wanted to, too, so I reached down with one hand and
pushed my finger into my pussy and dragged it upwards so it rubbed against
my clit.  Oooooh, that felt nice.  The lights kept popping as Phil took
more pics, some close, some far, some right up just inches away from my wet
pussy as I fingered myself.  I couldn't believe I was doing this but it
felt so natural with Phil and he kept telling me how sexy I was.

   I was all slimy down there already and my finger felt so good rubbing my
clitty.  I watched Phil as he took picture after picture of me and I was
getting hotter and hotter watching him and imagining how I looked in these
photos.

   A month ago I felt like I was still a little girl even though I had been
having periods for over six months.  But now, with Phil, I felt all grown
up.  I never knew I could make a grown man get hard just from loooking at
me but Phil was definitely hard.  I wanted to see it.

   When Phil moved in for some close-ups, I reached out and took hold of
his boner, right through his pants.  "Maybe we should take a break," he
said.  He put the camera down and came over to the bed and laid down next
to me.  He put his hand against my face and looked at me real serious-like
and then he kissed me.  It was soft at first, almost like my mother kisses
me.  But mom doesn't stay there so long.  This was a long, long kiss and I
could feel him breathing warm air through his nose.  I had kissed a couple
of boys but now I knew what a real kiss was like.  A sexy kiss.  Phil
really knew how to kiss!

   Then he ran his hand down over my chest and across my titties, real
slow-like and rubbed my nipples.  I laid back and let him do whatever he
wanted.  Pretty soon he got down on his knees on the floor and pulled me by
my ankles to the side of the bed until my feet were dangling over the side.
He spread my legs wide and looked right at my pussy and told me how pretty
it looked.  I never thought my pussy looked pretty but I guess he did.  He
said he's seens lots of pussies and mine looked really good.

   He ran his hands up the insides of my legs.  It tickled but it felt
wonderful at the same time.  Then he crawled closer and kissed my pussy,
just like in the movie.  I thought I would DIE, it felt so good.  Oh, wow.
My pussy was already all wet and slimy and any little touch felt sooo good.
But Phil's tongue was wet, too -- and warm -- and he licked me all the way
up along my slit until he touched my clitty and I thought I would EXPLODE!
Nothing ever felt this good.  I had been touching myself with my finger
ever since I started having my periods but this was like nothing else.  He
really knew how to do it and pretty soon I felt myself getting all shaky
and my toes curled and this wonderful feeling came up my legs and through
my body like a giant wave.  Totally kewl!  I never had this before.  Wow!
Any little movement made me crazy.  I tried to close my legs but Phil's
head was in the way and I couldn't.  At least he stopped licking me.

   I just laid still for a while; I don't know how long, 'cause I felt so
good and so relaxed.  I didn't want to lose this feeling -- EVER!  I think
I fell asleep for a bit.  The next thing I remembered was Phil kissing my
boobs.  They were hard again -- or still -- and my body was still shaky. 
"Welcome back, princess," he whispered as I opened my eyes.

   "Hi, Phil," I said.  "That was awesome!!  I never felt that before.  Is
that what an orgasm feels like?"

   "Yes, it is."

   "Then I never had one before, 'cause I never felt like that."

   "I hope you'll let me do that for you many times," he said, grinning.  I
noticed he still had my slimy pussy stuff all over his face.  "There's
something you can do for me," he added.

   "What?" He explained how I could suck his dick for him.  I knew what he
meant 'cause I saw Cathy doing it for Rob one time when they didn't know I
was home.  I thought it looked pretty gross but then I asked my girlfriends
at school and Lisa -- she's a girl I know at school -- said she sucked a
boy once until he shot stuff out of his dick.  She said it tasted ok, not
good, but ok, and the boy really liked it a lot.

   "If you want," I said.  But you'll have to tell me how 'cause I've never
done it.  He said it was easy and I'd learn real quick, so he took off his
pants and laid down on the bed and told me to get between his legs.  Wow! I
never imagined that a guy's dick could be so BIG!  I saw my brother's when
we were little and it was like my thumb and then I saw daddy's, which was
bigger, but it was just hanging there all limp; NOTHING like this!

   So I like kneeled between Phil's legs -- God, it was BIG -- and took
hold of it.  So kewl.  It looked hard but it felt kinda spongy on the
outside -- warm and soft and spongy on the outside and hard inside.  I
thought that was kinda neat.  So, anyway, I'm like holding it and Phil says
to kiss it, so I do.  That's ok.  didn't taste like anything.  Then he
tells me to put it in my mouth and I think, "If Lisa says it's ok...." and
so open my mouth and lean down farther and Phils says, "Watch the teeth,
honey." That's kewl.  He called me "Honey."

   "Let your tongue rub on the underside," he says, "and close your lips
around it so you can suck." I did that and he groans and says, "Ahhhhh,
sweet.  Good girl." I think he liked it.  So now I had this huge thing in
my hand and my mouth.  It tasted ok.  Kinda strange, but ok.  "Now move
your head and your hand up and down so it goes in and out, sweetie." I did
that, too and he graoned again.  Yeah.  I think I was getting better at it
and I felt good 'cause I was making Phil feel good.  I watched his face
while I went up and down on his dick.  He had his eyes closed and his head
back on the pillow and he kept saying, "Ahhhh...Ahhhh...Ahhh" as I sucked
him off.

   "Faster, sweetie.  Yeah, like that." And then, after a while, I was
getting kinda tired when he said, "I'm gonna cum, baby.  Hold still and
just use your hand.  Stroke it with your hand." I didn't know what to do. I
wanted to make him feel good but I didn't know if I wanted his white stuff
in my mouth.  Before I could decide, though, this big blast of goop shot
into my mouth and made me choke.  I had to take his dick out of my mouth so
I could breathe 'cause I had this stuff in my nose, too.  Geez, it was all
over and he kept on spurting more of it all over me and him and he kept
saying, "Ohh, baby...Ohh, baby."

   What a mess!  I had white stuff in my mouth and all over my face.  It
was on my chest and my hand and it was on Phil's stomach and in the hair
around his dick.  Yuck!!  But at least it didn't taste bad and I knew I had
made Phil feel really, really good.

   "Go in the bathroom and wet a washcloth," he said, so I did that.  I
washed off my face and chest, too.  I got the water warm on the washcloth
and it felt so good when I wiped it all over my chest, 'specially on my
titties.  I never did that before, except in the bath but this felt better.
Then I went back and wiped the stuff off Phil.  It took a while to get it
out of the hair around his dick, but I did.  He just laid there and told me
how good I had done.  I think I liked it, too -- except for the white stuff
in my nose.

   Phil told me that I should learn to keep just the end -- he called it
the 'head' -- in my mouth while he came so I wouldn't choke and to swallow
it fast 'cause there was more than just a mouthful.  I figured I could do
that.  Next time.

   We just laid there for a while, all snuggled up with his arm around me.
I felt soooo good after my orgasm and making Phil cum.  I think we slept
for a while 'cause the sun was going down.  I wanted to do this more and
more, it felt so good.  I wanted Phil to lick my pussy ten more times, if
he would.  Then I thought, "Rob's gonna be with Cathy all night and he
won't even notice if I come home or not.  Or he won't care, anyway.  So I
can just stay here all night and we can do stuff until we're too tired to
do any more.  Kewl!

   When Phil woke up he got all worried 'cause it so late but I told him I
didn't have to go home and he smiled and hugged me and said that was
"Great!"

   I'll tell you more later.  Gawd that was a great weekend!



   ----------------------------

   I have been writing for my own amusement for several years but have just
begun to share my stories with others.  I would appreciate your comments
and constructive criticism.

   If you liked the story or have comments and/or suggestions, email me at
: cyberguy20038@yahoo.com.  Come to think of it, email me anyway -- good
bad or indifferent.  If you're a young girl, let me know if I have it
right.

   I get about one comment for every 1,000 times my stories are read.  Now,
that's what I call "indifference." Surely SOME of you feel something --
good or bad -- after reading one.  Help me out here by letting me know what
you feel.  I'll try to do more of something you like and less of something
you don't like.  Just say SOMETHING for chrissakes!

   cyberguy20038@yahoo.com