Note: This story was dynamically reformatted for online reading convenience.
 
 All stories are of a fiticious sense and no one of real existence was
touched or harmed in any ways.  This is a total figment and not a real
story!!





   Ed sat in his van a little longer thinking about Celeste before
returning to finish up his face painting.  Now as the kids came up to him
he couldn't help but notice the changes in them from years past.  He was
looking at much more than just the kids he painted in the past as some were
now budding into young ladies and young men.  Naturally, after what he had
just witnessed his thoughts were now changed on viewing the girls.

   Ed was painting another girl about 13 or 14 whom had seen him in years
past as well, her name was Michelle, a fine young thing, had showing cattle
at the fair for several years, and as he saw her tonight, she had began to
get a very muscular form to her.  Michelle also had nicely shaped muscular
legs.  She had formed a nice tight chest with great little buds on it, and
nicely conditioned arms.  She was now about 4'5" tall, her soft brown hair
falling nicely to the middle of her back, and her beautiful brown eyes with
that young sparkle to them.

   Tonight she was wearing a short denim skirt, tube top that fit very
snuggly so you could make out her nice little nipples, and flip flops for
shoes.  Ed couldn't help but take notice how nicely she filled out her
clothes this year.

   Ed found it hard to look away as she approached his painting chair with
her heart melting smile.  He asked the general questions of how she was and
how her family was and then of course, what he could do for her.  She
picked a very nice floral design with a sword through it and decided she
wanted it on her ankle.  Ed was pleased with her choice of design and
dismayed that she would want it there.  He was always hard to read though
as he smiled up at her and said , "well, get comfortable and prop that leg
up here in my lap, and let me know if you feel a kink or need to move."
Michelle just smiled and sat down, kicking her sandal off and easing her
leg up to his knees and shifted in the chair.  As she was shifting to get
comfortable, he noticed the skirt ride up and the nipples sticking out
through the tube top, and the nice white bikini panties she had on. 
Suddenly he was not so comfortable any more.  He moved just a little which
made her move a little more, finally both were situated and he tried to
move his mind to the job at hand.  If he could focus on the work , maybe,
it would not be so hard to avoid thinking about the vision in front of him.


   As he began to put the first paint on the lower calf and ankle she
shifted a bit from the tickle of the fine brushes.  Ed found himself
catching nice glimpses of her bikini panties as they started to pull up
into her sweet crevice, outlining a pretty nice camel toe.  He tried to
focus on the paints more and away from the parts that were definitely
distracting him..  He could feel the stirrings of a semi boner in his groin
whenever he felt her moving or noticed the more exposed body parts.

   Michelle seemed oblivious to the show she was putting on for this man,
as her pretty little belly button winked at him a few times, and the
flashes of panties caught his eyes, and the smooth feel of her leg as he
held it to work with the brushes.  All these things were very distracting
to Ed as he felt more and more uncomfortable.  Ed's mind was reeling,
thinking about running his hands further up and down her soft leg and
wanting to tickle and massage her feet and wiggling toes.  He was very
professional though and continued to hold the back of the calf with one
hand while continuing to paint with the other, all the time trying to avoid
looking in the obvious places.

   She was just chatting along about the summer and the fair and all about
her friends and how nice the tattoo would look when he finished.

   As Ed started to put the finishing touches on though, he use a very fine
brush and it usually tickled as he did the outlines.  Unbeknownst to him,
Michelle was feeling something different this time too.  As he began to
define the picture instead of tickling, the brush was sending tiny
electrical impulses up her leg and throughout her body, so she chatted more
nervously and quickly, trying to cover these strange feelings.  As she
wiggled a little more now and moving her leg around, it was affecting Ed as
the softness of her leg rubbed lightly on the top of his thighs.  He had to
finish quickly in order to avoid a very embarrassing bulge forming in his
shorts.  Fortunately they were oversized to fit his outfit and wouldn't be
as obvious as a tight fitting pair would be.

   Just as he finished Michelle raised her leg up to look at the work and
gave him a great shot of her panties which now had a dark area in the
center of them.  He almost choked on his own saliva as he swallowed hard,
now he was anxious to see her leave , so he took her money and sent her
merrily on her way.  He was able to do about two more kids and need to tear
down his stuff for the night.

   Between the wonderful show from Celeste and the unplanned showing with
Michelle, Ed was ready to take a cold shower.  So he decided to throw
himself into getting all his stuff packed up and maybe grab a bit of late
dinner...still trying to get his mind of the young girls.

   He grabbed more food after he was finished loading his stuff, and headed
for his van.  While sitting there he looked up the hill once more to watch
the kids play and wash their animals and sometimes each other.  As he
watched, another girl was sprayed down by on of the ornery boys, boy did
she fuss and get mad.  She was soaked from head to toe and in her outfit,
it was bad.  She had on a nice pink blouse and a pair of very tight short
shorts.  As she climbed over the fence to head for the cars, she sat on the
rail for a few moments to fuss more at the boys.  Then she slid of the
other side of the rail and padded barefoot down the little hill and right n
front of Ed, she was close enough he could make out that she must've had a
g-string on, as now the shorts and shirt were pretty much translucent. 
They stuck to her body bringing out all the highlights very visibly.  It
was all he could do to stay in the van for those moments.

   This little girl was very upset and crying now, Ed felt his heartstrings
pulling hard, he truly wanted to help or at least console this kid..  as
she passed him by he eased out of his van once more and started to follow
to see that she made it to her destination safely.  It had just gotten dark
so the lighting in the alleys behind the buildings weren't always so great.
As he followed he stepped on something and made a noise.  The girl
startled, stopped and spun around starting to yell again, she began to say
"back off boys" when she realized it was Ed.  She recognized him from the
balloons and face paints, and immediately started to apologize for her
outburst..

   Ed realized he had scared her too, and apologized in return for
startling her.  They both had a brief laugh, speaking at the same time,
both trying to speak first.  Ed acknowledged the scene he had witnessed and
said he was concerned for her walking back there all alone, he said he just
wanted to see she was safe.  She giggled a little and said that she wasn't
really alone, since he was there, and that she did feel safe at the moment.
He asked her for her name since he sort of recognized her from earlier. 
She answered quickly with, "oh, my name is Mandy".  Ed then asked her how
old she was, as he was impressed how she took on the boys when they seemed
larger and older the she.  Mandy responded again with a quick "13" and then
another giggle..  She told him she was impressed that she had her very own
man escort and felt very comfortable walking along now.

   Ed couldn't help but notice the wet clothes still clinging to every nook
and cranny of her body.  A body that was really nicely shaped for only 13,
her hair was either a dark blonde or brown but looked deep brown right now
while soaking wet, her nice little nipples were all but pointing from her
chest, probably from the chill in the night air, and her blue eyes sparkled
as she looked up at him and caught a light ray from one of the stables.

   He could see she was forming a little bit of goose bumps on her arms and
legs, so he said they should get to where she had a change of clothes
quickly so she wouldn't catch pneumonia.  They began walking again as she
pointed out to the parking area behind the tree line.  He couldn't help but
think what a beautiful sight this little girl was all wet, so he put his
arm across her shoulder to help her warm up while walking.  He didn't even
think of anything but helping this young thing to keep warm till she had a
change of clothes.  It didn't occur to him that they were going to a less
visible place and that she would want to change right there at the vehicle.
Those thoughts were suddenly upon him as they cleared the tree line.

   She pointed out the car immediately and they headed for it, Ed still
thinking, well she could grab the clothes and go to on of the port a
potty's or some building to change.  Once she opened the rear car door
though and sat on the seat, he thought maybe he should go and let her do
her changing.  He also thought, well, he had walked her out here to protect
her, hadn't he, so he shouldn't leave her alone to walk back.  At the same
time he was trying to think of what to do next.  While he thinking this all
over in his mind, Mandy began to slide her blouse off her shoulders and
down her back, Ed immediately caught sight of her sweet budding breasts as
they set straight out form her chest, the nipples hard from the chill.  He
tried to be proper by turning slightly away, yet his eyes wanted to strain
to the side and back to this little vision in the seat.

   As he had turned slightly, Mandy giggled again and began to undo the
shorts she had on.  He was feeling a bit nervous now as he peeked out the
side and caught sight of the barely there panty tops, more like strings
with a patch in the center.  The view got even better as she peeled the
shorts down her long legs which she now had draped out of the car door.  Ed
looked around to make sure no one was coming, or that no one could see her
Also he was trying to avoid looking at her now.  Mandy giggled once more
and said coyly; "what's the matter, are you nervous?  Haven't ya ever seen
a girl before?" Ed almost burst out laughing, but kept it quiet.  He tried
to talk with his back turned acting as though he was still checking the
area for her.  He slowly thought and replied, "well sure, but not quite
like this." She was now giggling good as she told him he had nothing to be
nervous about.  So he laughed a little and began to turn back around only
to see her begin to remove the little patch in the front of her, the only
remaining piece of clothing she had left.

   Ed almost fell over at this sight, this very beautiful 13 year old girl
sitting stark naked on the back seat of this car.  He now knew that she had
just the beginning of fuzz on her very nice labia and looked smooth and
soft from head to toe.  His tongue almost rolled out of his mouth as he
tried to turn away again.  This time he could feel the bulge growing
rapidly in his pants and couldn't control the thoughts that were racing
through his mind.  Mandy comfortably took a small towel from the back
window and dried herself off a little bit as Ed watched once again from the
corner of his eyes.  How he wished he could do that in his mind, to run
that towel and his hands over that sharp little body.  Before he could
think more she interrupted asking him to dry her hair and back for her.  Ed
knew this was a bad thought, but he couldn't help himself as she handed him
the towel and turned her back to him.  He began slowly by running the towel
through her wet hair, then proceeded to run the towel to her back, down
around her buttocks and slowly back up to her hair.  He took his time as he
ran the towel over her head and slowly back down the length of the hair to
just below her shoulders.  She arched a little as he did this, so he ran
the towel softly over her shoulders and lightly massaged them as he also
dried a little more of her hair.  As he massaged her shoulders, she groaned
a little and arched her back toward him as if to offer him to massage that
too.  Ed couldn't help himself and ran the smooth towel down to the middle
of her buttocks again and threw the towel aside to run his hands back up
massaging as he did.  He massaged across her back and to the sides, all the
way back up her shoulders and neck, coming up behind her ears and the back
of her head.  She was letting out little sighs as he continued to massage
around her neck and she lifted slightly so he could do the fronts of her
shoulders and follow back down her spine and buttocks, slowly moving his
hands up her sides.  As he neared her rib cage, she rose up some more so
his hands could come around and massage the orbs of her tiny breasts, with
this she let out a soft moan.

   Mandy told him he was very good with his hands and she was no longer
cold.  In truth she was feeling all tingly, and the rubbing of his hands
wasn't just warming up her outsides but also creating very strong warmth on
the inside.  Ed on the other hand, was feeling rather tingly too, his baggy
pants contained a really massive hard on and his legs were feeling rather
weak.  He didn't want to spoil the moment though so he continued moving his
hands and fingers back around the mid back and worked past the buttocks
this time and all the way down her legs to her feet.  She was still letting
off sighs and light moans as he went.  He took each foot in hand and
individually massaged the whole foot and the toes, Mandy could hardly lay
still any more now.  Her legs spread slightly as he began his journey back
up the calves, massaging all around them and the backs of her knees, by the
time he reached the upper thighs she had spread even further.  Now Ed had a
wonderful view of the pink lips and her cute little butt hole.  Still he
continued working on her thighs, massaging followed by his tongue and lips.
Right before reaching his ultimate goal, he realized what he was doing and
pulled back only to receive a groan from Mandy.

   Mandy waited a few seconds before realizing something was wrong, Ed was
thinking how wrong it was for him to be doing any of this, but he had lost
control for a little while.  As he contemplated telling her to dress and
both of them getting back, she began to turn over to her back, giving him
view of her full frontal and leaving his mouth watery, and his brain unable
to negotiate words.  He stood there frozen to the spot, unable to function,
While Mandy looked to see his stupor and then she cracked a cute little
smile.  "Why did you stop?  It felt so good while you were warming me up,"
She queried.  Ed finally broke loose of his brain freeze and responded,
"don't you think, it was wrong for me to start kissing your legs and feet,
I just forgot where I was for a moment." Mandy thought it over and agreed
that it was awkward but it still felt pretty good.  She then asked him if
he would consider doing more.  He didn't know how to answer, at first he
was inclined to say and immediate yes, but then his thoughts kicked in and
he was hesitant to do so.

   Mandy looked up him with a bit of a pout, and asked, "What happened, did
the cat get your tongue?" He answered without thinking, "no, but there was
a little pussy involved in my momentary lack of speech." They both laughed,
as he considered the entire situation before him.  Mandy pouted some more
and implied she would like him to finish the task.  Ed of course knew there
was more too it than just finishing the massage, but did she know where it
would lead?  Ed began to try to explain that he wasn't sure they should go
further, and that he really shouldn't have gone as far as he did.  He
wanted to say how dangerous it was for them to continue, that it could lead
to other things.  but as she looked innocently up at him with that pout, he
just couldn't find the words again.  So he finally just asked if she really
truly wanted to continue and if she knew the way it could lead.

   Mandy though for about two seconds before affirming that she would love
to go ahead and finish the massage, and that she did feel kind of strange
when he was kissing up her thighs, but she thought it felt great.  She also
claimed she knew it could lead to "naughty things" but she trusted Ed not
to hurt her.  With this established, He said okay and told her that at any
point from now, if she felt uncomfortable at all or wished him to stop all
she had to do was say stop and he would.  It definitely was going against
his better judgment but he really wanted it too.  He could feel every part
of his body tingle and the erection in his shorts had not gone down at all
during this time.  She agreed that if she felt awkward, she would yell or
say stop please.

   Ed was beside himself now as he started back at her toes, lifting her by
the calf of her leg and kissing each toe, massaging the calf with his
fingers, Mandy was moving about on the seat, part from tickles and mostly
from the electric tingles raising clean to her head.  As Ed did the second
leg after reaching the thigh of the first.  He set in the back seat with
her, her legs on his lap, and kissed gently up the second leg now but
didn't stop on the thigh.  He kissed lightly around her labia and not in
the middle, then up her stomach to her tiny breasts giving each a lot of
attention.  Mandy was moving all about and moaning by the time he got to
her neck.  When his lips reached hers after carefully kissing her face all
over, she was ready to return his kiss.  She raised her lips, almost a pout
again to his and kissed his lips, but his tongue was out there licking her
lips.  She wasn't sure of what to do as he licked her lips a couple of
times and pushed a little with his tongue, so she opened her lips and he
slide his tongue into her mouth.  As his tongue entered she felt a new fire
inside, while his tongue was in her mouth his fingers had begun to caress
the lips of her vagina.  She let out a deep moan , right into his mouth, Ed
just smiled as he knew she as loving the new massage even better.

   Mandy now had gotten her first real kiss and was feeling something like
she did when she investigated herself in the shower.  Feeling all tingly
and hot and not sure where to go next, though she was sure she wanted to
continue.  Ed moved his lips back around her face and slowly down to her
shoulders, all the while continuing to rub all over her groin.  He could
feel her unable to sit still, her skin, hot to his kisses, and her labia
moist from the building excitement.  He had forgotten all about the outside
world now as the dark tinted windows kept anyone from peeking in, the same
windows designed for privacy while changing in the car, were now very
private for the two of them.  Ed moved his kisses downward past her navel,
and his fingers had brought immense heat and wetness to her labia.  Mandy
was groaning and sighing back to back from all the new feelings that were
coursing through her.  When Ed's lips hit the top of her labia, they were
already wet and opening up to his touch.  His tongue felt like fire to
Mandy as he licked down the crease that hid her very being.  Ed knew he
wanted to bring her such joy, an overwhelming joy, he continued to lick to
the bottom of her crease and then lightly moving the lips with his fingers
, he licked back up the inside of her wet, succulent lips.  Mandy about
jumped off the seat when his tongue hit the inside parts.  He stopped at
the very opening of her vagina to lick there a little , and try to push his
tongue into the little hole, she was now writhing on the seat, her middle
raising up to meet his tongue.  She wasn't sure what was happening, but
knew it felt exhilarating to her whole body.  He knew he had her now, as
his tongue moved once again, only a few inches this time to the little
button at the top of the crease.  When his tongue hit her clit, she jumped
and moaned at the same time, her hands reached down to grab his hair and
pull him in even tighter to her center.  Then he took the little nub into
his lips and began to suckle it like a bay at a nipple, Mandy went wild
thrusting her pelvis at his face, pulling on his hair to keep him there,
and moaning in between deep breaths.  After a few minutes of this she felt
a sudden electric jolt go through her, starting at the nub and radiating
outward and upward, consuming every inch of her body, all the way to her
brain as she went rigid.  She let out a deep yelp from somewhere inside and
a sigh that sounded like her last breath, finishing with a yes that sounded
like a long hissing sound. .Ed was rewarded with the sweetest nectar he had
ever tasted, but she had not let go of his hair yet and was pulling
extremely tight on it.  He looked up to see if she was okay, only to watch
her clench her eyes shut, squint up her entire face and her tongue roll out
to the side in total bliss.  To be continued...