Note: This story was dynamically reformatted for online reading convenience. This story is a fantasy. It involves pedophilia which is illegal in most legal jurisdictions. Don't try to act out these fantasies. This story is copyrighted by d_copperfeel. -------- On Wednesday night my girlfriend, Beth, called to let me know that she wanted me to babysit again with her daughter, Cathy, on the coming Saturday. As you may know by now, if you have read my other stories. I would stay over on Friday night and sit with nine year old Cathy on Saturdays while her Mom worked. At times Cathy's friend, eleven year old Bailey, would come over to visit. You will also know that over the last couple of weeks I have gotten myself in deep trouble by instructing Bailey in the mysteries of love and sex. At eleven years old, she has been a curious and willing student and, after last week, is well acquainted with the marvelous techniques of fellatio and cunnilingus. I have been able to rationalize this molestation by knowing that, in fact, Bailey and Cathy had once spied on me by looking through a keyhole in the bathroom door, trying to see my nude body. When Beth called me on Wednesday, she also added that Cathy had invited Bailey to sleepover on Friday night. "OH MY GOD!" I thought. "How will I possibly survive that evening. One or the other is bound to let the cat out of the bag to Beth and my ass will be going to the Big House." As nervous as I was about the whole situation, I showed up about 7 pm on Friday and we all shared a pizza and the girls went to Cathy's bedroom to play. Beth and I sat on the sofa in the living room and watched tv. At 9 o'clock the girls came into the room and wanted to watch tv with us. By now Beth had stretched out on the sofa and was about to doze off. By 9:15, Beth was totally asleep. The girls had sat down on a couple of pillows on the floor about three feet away from the television, with their backs turned toward me. We were watching some kids' show now and I was starting to get bored and sleepy myself. At 9:30, the show went off and the commercials started to run. Cathy got up and headed to the bathroom. After Cathy had left the room, Bailey turned to face me, getting up on her knees. She was wearing a light blue,totally unsexual, cotton night shirt with dark blue trim around the neck, arms and hem. It reached down to the middle of her thighs and it had a decal of a teddy bear on the chest. She smiled the most beautiful smile, then pulled the night shirt up, exposing her gorgeous little pink nipples to me. She raised her right hand to her left nipple and began to rub it with her index finger, then pinched it between her thumb and finger. Then she moved her hand to the right side and rubbed her hand all over her breast. She was so beautiful, framed by the light of the television. Her shoulder length, red hair was straight and smooth, framing her lovely face with her sparkling blue eyes and cherry red lips. I thought my eyes were going to bulge out of my head. I put my finger to my mouth in the "SHHHHH" motion. I looked over at Beth to make sure she was still asleep. Thank God, she was out. Bailey just smiled and slid her had down to her panties. With her thumb, she pulled the waist band down until I could see the top of her hot little slit. I thought I was going to have a stroke. Just then we heard the toilet flush, meaning Cathy was coming back, so Bailey lowered her shirt and sat down like nothing had ever happened. Now, how was I going to sleep tonight? With that image in my head I would toss and turn all night. At ten o'clock, Beth awoke and said she was going to bed. I decided I had better do the same. "You girls turn off the tv when you go to bed. And don't stay up too late."I said to them as I went off to bed. At times, I could hear them giggling and talking. After a little while, they went to bed, too. I lay in bed wondering what prison was going to be like. Sooner or later, the shit would hit the fan. And now, Bailey had turned into a little sex goddess. If I didn't service her properly, she might rat me out. I finally fell asleep. I awoke at 5:30 a.m. when Beth's alarm sounded. She got up and headed to the kitchen for some coffee. Then I heard her running the shower. At 6:30, she came into the bedroom and rubbed my arm. "I'll be home about 5. Don't let the girls drive you crazy,"she said. "I will be okay. You have a good day." With that she left and I lay there wondering what the new day would bring. I was sure that Bailey was ready for an encore of last week's lick and suck game. I was also thinking that she might even go farther. If so, I was prepared for anything. I didn't have to wonder about it for long. Just after seven, the door opened, then closed. I opened my eyes to see my little lover coming toward me. "Good morning, beautiful." "Hi,"she said with a smile and climbed on top of me. She kissed me lightly with her sweet lips and I rubbed the small of her back with my right hand while my left hand moved up her side. "I've been thinking about you all week,"she said. I assured her that she was always in my thoughts now. She kissed me again, this time more intensely. I pulled away and kissed her throat. She stood up and pulled the covers back. All I was wearing was my boxers. My dick was already starting to stretch the material. She climbed back on top of me and continued kissing me. She was working like a pro. She kissed my neck and worked down to my nipples. She rubbed my hairy chest with her left hand and kissed my mouth again. I could feel her long red hair brushing against my chest. I was fully awake now. I rolled her over on her back and kissed her, pushing my tongue deep into her mouth. I could feel her getting hot already. I kissed her neck and stuck my tongue in her ear, making her squirm and giggle. I moved enough to the side that I could let my right hand maneuver across her body. I squeezed her breasts through the material of her nightie. I could feel her nipple getting taut and I squeezed it between my fingers. She was so soft and beautiful, I don't know how I was able to control my orgasm. I slid my hand between her legs and rubbed her right leg, up and down, finally letting my hand come to rest on top of her luscious clit. Her panties were already getting moist. I worked my middle finger up and down on her slit making her moan in ecstacy. I tried to pull her night shirt up and she responded by lifting her body up so that I could expose her nipples. My mouth went instantly to her right nipple and then to the left, sucking and licking until they were both standing straight up. Then I moved down to her navel. She seemed to really respond to licking and touching on her belly. I could feel her temperature go up as I licked. I could tell she was ready for the main attraction. I got up on my knees between her legs and started tugging her white cotton panties down. She raised her hips off the bed and raised her legs in the air so I could slide them down and off. She sat up and pulled her nightie over her head and tossed it on the floor. I started at her knees and slid my tongue up to her crotch. What a beautiful sight! The flesh around her pussy was pink and soft and the lips were only slightly open. I ran my tongue up and down the slit, concentrating more effort at the top, on her baby clit. She caught fire then. Her body began to flex and arch. She moaned and sighed and begged for more. I pushed her legs wide apart, cracking open her most secret spot, exposing her hooded clitoris. I purely attacked it, licking with wild abandon, making her juices flow like a river. It didn't take long before she was bucking like a wild bronco. Her legs were flailing in the air and finally she slammed her feet down on the bed, pushing her cunt up to my tongue as her orgasm exploded in her loins. A minute or so of thrashing and she was done. Time for Act Two. I licked my way up her body, finally reaching her beautiful lips. I kissed her lips and her face and her neck and back to her nipples, letting her get her wits about her enough to continue. "Do you know what I would like? I asked. "Yes." I rolled onto my back and she began her attack. Pretty much the same game plan that I had used, she kissed her way down to my boxers and then reached inside the fly to pull my throbbing cock out into the world. She didn't waste any time, going straight to the glans and licking it like the expert she had already become. Her right hand massaged up and down as her tongue licked the bottom side of my cock, making it jump and twitch, sending indescribable sensations to my brain. My balls were already swelling with sperm, aching for release. She sucked the glans into her mouth and began to bob her head up and down, sliding it along her tongue. In a couple of minutes she had nearly my entire cock in her mouth. She was moving her head up and down slowly and purposely. She was well aware of the goal. "Does that feel good?" she asked. "That feels so good, you would not believe." "You made me feel so good. Don't shoot it my mouth please" "Okay, my darling. I won't." That must have reassured her. Now she was using her mouth and her hand, giving maximum effort for her reward. I was totally senseless by now. All I lived for was to cum and I was reaching my purpose very quickly. I looked down and watched her suck my cock, her beautiful red hair hiding most of her face from me. That was all it took. "Bailey, I am going to cum!" She stopped sucking and pumped my cock furiously with her hand. Almost immediately, a huge blast of sperm shot up into the air, arcing over and landing on my chest. Two more surges landed on my stomach and then the flood started as the hot jism poured from my cock. I could tell by the expression on her face that she was surpised to see it shoot up so far. Bailey stroked on my dick until the last drop was drained. She then climbed on top of me and gave me a soft kiss. Then she lay on my chest, resting up for the next round. "I love you, Bailey. You are the most wonderful girl in the world."I blurted it out, not thinking of anything except the pleasure that was rattling my body. "You are the most beautiful girl that I have ever seen." She lay atop me, kissing my neck and purring like the sex kitten that she had become. I rubbed her bottom, sliding my hand down and massaging her pussy from behind. Finally, she rolled off of me and I started to finger her clit again from the front side. I didn't want her to cool off because I had some more fun in mind for her. I wasn't disappointed. As I rubbed her button, she began to come again. It didn't take much effort to keep her warmed up. We talked a little, mostly me complimenting her, telling her that she was the most beautiful, sexy woman in the world. And that was not a lie because I had never been so turned on in my entire life. By now, the bed was a wreck with huge wet spot right under her ass. I felt my dick starting to come back to life. "I wonder if Cathy is awake yet," I asked her. "I doubt it," she replied. "She likes to sleep late." "Would you get mad if we asked Cathy to play with us?" "I don't think she would. She is afraid." "Do you talk to her about what we do in here?" "I told her we were having fun and she should not say anything to her Mom about it. I told her I wouldn't be her friend if she told anybody." "I would like for her to come play sometime, wouldn't you?" I asked. If I was going to prison, I might as well make it for something worthwhile. "I will talk to her," she said. This was a sick man's dream. A nubile preteen who had no jealousy and was willing to bring her friend in so she could enjoy our sex games too. Apparently, that was all she saw in it. Just a game. No jealousy. Just lust and satisfaction. I was truly in love. I began to kiss her body again. I could tell that she was ready for more attention. I didn't waste time getting down to business. I quickly had my tongue planted on her clit and she was ready and willing for another round. I licked her through at least two more orgasms before I decided to go to the next level. "Do you remember the movie we watched last week?" I asked. We had watched a porno film and so far we had done everything in the script except to put my penis inside her virgin pussy. "Yes, I remember,"she said. "Do you remember how the man put his cock inside the woman's pussy?" "Yes, I remember." "I think we are ready to go there. Don't you?" "Yes. If you want." "You will be a real woman then. Only a real woman can take a man's cock inside her. And you are ready to be a woman." My cock didn't need any attention to be ready for her. It was already throbbing and twitching up and down. Before we started I had already prepared a condom for this inevitable moment. I stood up and dropped my boxer shorts on the floor. I reached into the drawer of the bed side table and brought out the plastic condom pack. I peeled it open and quickly slid the condom onto my cock. She watched with rapt attention as I readied to take her virginity. I knew her pussy was wet enough that I would not need any extra lubrication. With the rubber in place, I moved in between her legs. "Pull your legs up to your chest and spread them as wide as you can, okay?" My heart was pounding. This was the most exciting moment of my miserable life. To be able to deflower this sweet and willing beauty was the height of perversion and worth every threat to my freedom.. She lay back and spread her legs as wide as possible, exposing her most precious prize to me. I leaned over her, holding my cock in my right hand. I rubbed my cock up and down her pussy a few times, just easing it inside her outer labia. I looked into her eyes,seeing the lust that burned there. I looked down to see that my cock was in the right position, noting how much bigger it seemed than the tiny opening that it was about to enter. I kissed her soft, red lips then pushed my cock into position. I leaned over her and pushed into the waiting receptacle. "Oww" she said as the intruder pushed against the guardian of her virtue. There was no turning back now. I pushed hard and broke through her girlhood and she became the woman she was meant to be. "OHHHH,"she moaned. I knew that I was into her love tunnel but I didn't want to push too hard. She reached up and grabbed my hair and sighed loudly. I pushed slowly and she took nearly all seven inches of my aching cock into her slick vagina. I could feel the head of my dick bottom out against her cervix and there I rested for a moment. Even with her natural lubrication, she was very tight and the head of my dick burned from the friction. "Owwww,"she cried out. Now she knew what love was all about. She knew the real lust of a woman. I was glad no one else was around to hear the aching plea in her voice. She had been penetrated and wanted the whole world to know that she was now a woman. Owwwwhhhhh!!!, "she cried out. I slowly but surely picked up the pace of stroking my cock into her slick hole. I was up on my hands above her, watching her lovely face. She took on the aura of an angel, so soft and sweet and innocent that I, the wicked rapist, would dare to violate. I closed my eyes and concentrated on my own pleasure, building and building inside my shaft. Since I had already cum once, I was able to stay inside her longer than normal. I stroked my dick inside her slow, then fast, then slow and long. I would pull out almost all the way then shove it back in deep. She was writhing underneath me, trying to get away and, at the same time, trying to take it in deeper than was possible. "OHHHHHHHHHHHH," she cried. I fucked her harder and harder. I knew the end was coming fast. I reached down and picked up her knees and folded them back to her chest. I drove my dick into her with a fierce determination that bordered on insanity. Her ankles were up beside her ears. At one point, I backed my dick almost completely out and then smashed it home about four times, then went back to full throttle. Finally, just before I thought my heart would explode, the cum poured out, filling the condom with more sperm than I could have ever produced before. I held my glans firmly against her cervix for a few seconds. If not for the condom, the sperm would have shot all the way to the back of her womb. I kept pushing and fucking until every drop of cum had drained out of me. "You are my most wonderful girl," I told her. I was panting hard. She just looked up at me, breathless and totally speechless. Her pussy had been fucked. She had been totally violated. She had never known that such lust could exist and she was a part of it. She knew that she had come to my bedroom and initiated this trip to a Nirvana that she had never experienced before. And now, it was over and she actually wanted it again. She had not had a period yet, so I might have entered her without the condom but it was safer to do it this way. I certainly didn't want to screw up her life by making her pregnant. She was so sweet and so innocent but so lusty. I knew I would have to talk to her about what we had done and make sure she understood the implications. She had to understand the consequences of having sex and know how to protect herself. But, for now, all I could do was collapse on top of her. I was totally spent, I had never known such exhilation and such pleasure in my entire life. At eleven years old, this girl was the sexiest woman I had ever known. After a few minutes, we had both come to our senses. I looked at the clock. We had been steadily sucking and fucking for an hour and a half. "Wow, I'm totally worn out," I told her. "You sure know how to make an old man happy." "You aren't a old man. You are a just right man. I think I'm going to sore tonight." "Yes, you probably will be sore. The first time hurts some doesn't it? "Yes. At first, but then it felt good. Really good." "I'm glad I made you feel good. I love making your body feel good and sexy,"I said. "I wonder if Cathy is out of bed, yet. Would mind going to check on her?" "Okay. Sure, I will see if she is up." She rolled out of the bed and then sort of bent over at the waist and grabbed her crotch. "OHH,' she moaned. "It's already sore." "I'm sorry you are sore. You will feel better in a few minutes." She picked up her nightie and walked gingerly to the other room. I could here her talking to Cathy. In a couple of minutes, she came back and lay down beside me again. "Yep, she is up. She is having cereal for breakfast." "Was she mad at us?" "No, I don't think so. If she was she didn't say." "We should probably get up and join her. We don't want her to feel left out. What about if we take a shower then you can spend the rest of the day with her?" "Okay. That will be good." "Did you bring clean clothes with you?" I asked. "Yes, I have clean clothes." "Okay, get your clothes and meet me in the bathroom." She went to get her clothes and I reached into my overnight bag and pulled out my own stuff. I then headed toward the bathroom. I looked into the living room and saw Cathy sitting on the sofa, having just finished her breakfast. "Good morning, Cathy. Did you sleep well last night?" "Yea, I guess." She replied. She had a bit of a cold tone to her voice this morning. I think she felt a little ignored and betrayed by her friend and I. She was definitely the most dangerous part of this insane affair. I could only hope that Bailey could keep her on our side. I went on to the bathroom and soon was joined by Bailey. I got the water to running at a point just a little warmer than tepid, hoping to make the hot water last long enough. We slipped out of our clothes and climbed in under the flowing agua. Bailey was facing me so I took the soap and began to rub it all over her back and down onto her plump little bottom. When I had her fully soaped up I told her to turn her back to me. She did and I went to work lathering up her front, spending more time that necessary on her most sensitive areas. She was already started to breath hard again and my dick was showing signs of life. When I had her fully lathered up, she turned back to me and I kissed her lips. She then took the soap and started rubbing it all over my chest and down my stomach. After building up a good layer of suds on my upper body, she moved down to my cock and balls. She gently and expertly rubbed the slippery bar of soap all over my privates. My cock was growing longer by the second until at last it was totally extended and standing on its own. I turned toward the spray and let the water rinse me while she rubbed the soap all over my ass and then ran it up between my legs, washing my balls from the backside. I turned back to face her and I kissed her long and hard. Without a word, she knelt in front of me and took my cock into her mouth again. She worked it slowly, licking and teasing. I looked down and saw her bright blue eyes looking at me with the fire of lust burning in them. She began to take the whole length of my shaft into her mouth, bobbing her head back and forth, working hard for her reward. Since I had already cum a couple of times, I had to concentrate on my task so that she wouldn't have to spend too much time on her knees. It worked. After only a couple of minutes, I could feel the next load moving into positon. My ball sack was pretty much drawn up into my groin since it was practically empty now. What a magnificent sight to see her moving her lips back and forth on my throbbing snake. What a magnificent feeling to feel the sperm moving toward her talented little tongue. "God, Bailey! I'm going to cum, Bailey!" I warned her, knowing that she wouldn't want it in her mouth. But I was wrong. She just kept sucking, going faster than before. "Bailey, I can't hold back much longer!" She didn't offer to stop. Instead she seemed to get more excited. She was moaning and pumping my cock deep into her mouth. She grabbed my buttocks and pulled me towards her. I grabbed the shower rod to steady myself and then unloaded to the best of my ability. After already coming twice that morning it wasn't a big shot, but it was enough to coat her tongue with the gooey love juice. "MMMMMM," she moaned, and continued to suck until I was fully expended. "God, Bailey. That was unreal. I thought you didn't like it in your mouth." She spit some of it out then stood and let water run in her mouth. she rinsed her mouth and spit it out again. "It tastes kinda bad, but I thought you would like it, so I let you." she said as she reached around me and hugged my body. "Well you were right. I did enjoy it. Thank you so much for all the things you do for me,"I told her and I meant it too. I had never felt so desired by any other woman that I had ever made love with. I guess because it was her first time, Bailey was eager to learn and to please. I couldn't have been happier or more scared. How could I ever get out of this without hurting her? Maybe it was just my ego or my vanity that thought she actually cared enough to be hurt. She might already have her eye on somebody else. I could only pray that she would find someone else before we were found out. That would be the easiest way out. I grabbed a towel and sponged the water off of her and she did the same for me. We dressed and went into the kitchen where we poured up some cereal. We then went into the living room to sit with Cathy. Bailey was talking to Cathy as if nothing unusual had happened. Later they went to the wooded area behind the house and I didn't see them again for a couple of hours.As I had done the week before, after our love session, I stripped the beds, washed all the linens and towels and cleaned the house. At 4, Bailey's Mother came by and picked her up. "Bye, Bailey. See you soon!"I called out to her. She smiled and waved and jumped into the car. Beth got home a little after 5 o'clock. I had already heated up some beef stew that was in the fridge and we had that for dinner. Beth looked around and noticed how clean the house looked. "Gee. If you want to be my maid, you can come over every saturday,"she remarked with a smile. "I am only here to serve you, Darling. However you like it." We watched tv together until 10 o'clock and then went to bed, where I found a very hot Beth awaiting me. She got exactly what she wanted, and probably a little more, and I ended up with an extremely sore pecker.