Note: This story was dynamically reformatted for online reading convenience.
 
 TITLE: Holly and Friends
AUTHOR: Rain Man

   AUTHOR EMAIL: rain_man_69@hotmail.com
PART: 2 of 4
KEYWORDS: mfff

   POINT OF VIEW: 1st Person

   REDISTRIBUTION: Go right ahead, just keep my name and email address on
it
SUMMARY: Part 2 of the story, the activities continue, and more fun for
our
hero.  =) He tries to fuck the young one, but she ends up in a lot of

pain.  He waits on her, and will save her for another day.

   Thanks again for ASSTR for hosting my stories.  If you are under 18, do
not read this story, why?  Because it's illegal I guess.  =) If your over
18, enjoy!



   Up to this point, this had been by far, the greatest day of my life.  It
started off meeting 2 incredibly hot girls from my 10th grade class, Holly
and Breah, and I end up giving them a ride home.  At their home, I meet
Holly's little sister, and then they all seduce me and give me blowjobs! 
What a perfect day, but it was just beginning.

   I sat in awe as I watched Holly slowly move her bikini bottom off.  Ever
so slowly, the top of her cunt lips came into view.  She stopped teasingly.
I looked at her as my penis amazingly began to grow, and said, "You better
take that down Holly, or I will do it for you!"

   A sexy smile grew on her face and she giggled, "Go for it baby." She let
go of her bikini and put her hands on her hips.  I smiled and jumped out of
my seat and was now right in front of her.  I looked her in the eyes, deep
and long.  She looked like she was about to rape me I was hesitating so
long.  I then lunged for her and our lips locked.  We embraced in an
extremely passionate kiss, and our hands were all over each other.  I moved
my hands down her back and squeezed her ass hard.  She stroked my growing
penis and pushed her tongue deep in my throat.  I moved my hands up to her
breasts and grabbed each of them.  After doing that, I moved from her mouth
to her nipples.  I attacked the right one with sucking power of a 100-amp
vacuum cleaner.

   "Uhhhhhh.." Holly moaned as I tongued her nipple furiously.  After
giving the right one a proper treatment, I switched to her left one that
was begging for attention.  I gave her left nipple similar attention while
still squeezing and caressing both her breasts.  After about 10 minutes of
breast sucking and licking, I figured it was time to move on.

   My hands left her tits, and my tongue moved down her body.  I paused at
her belly button to make sure and tongue that a little.  Doing this made
her fall back down on the couch.  She let out a very long moan as I
continued to attack her sensitive button.  I teased her, buy moving down
closer to her crotch, and then moving back up.  She was wiggling and
twisting around while letting out quite moans and gasps.  After about 5
minutes of teasing her by licking her upper crotch area and stomach, she
snapped.

   "GOD DAMMIT!  EAT MY FUCKING CUNT BEFORE I SCREAM!" She shouted and she
grabbed my head and forced it to her cunt.  It was still partially covered
by her bikini bottoms, so I grabbed them and with one swift motion, pulled
them down off her legs.  She quickly spread her legs and admired her labia.
It was perfectly free of hair, and looked like it had just been shaven.

   "FUCKING SUCK IT NOW JEFF!" She screamed and grabbed my head and forced
my mouth to her sweet cunt.  My tongue darted out and I moved it all around
her outer lips while moving my head around as much as I could.  Holly was
still forcing my head onto her crotch, and I was barely able to breathe,
but I loved it.  As I continued licking and sucking her cunt, I moved my
legs up and down her perfectly tanned legs and felt the complete softness.

   "PUT YOUR TONGUE IN MY CUNT!!!!" She screeched.  I obeyed, as I really
didn't have much choice, as if I wanted another one.  My tongue stuck out
as far as it would, and the taste of her juicy snatch was so sweet and
delicious, I sucked and tongued like mad.  I moved my hands up to her tits
again and squeezed them while I continued to rape her lips.

   "Uhhhh..oh god YES!!!  OH FUCK THAT FEELS SO GOOD!!" she bellowed.  I
knew she was close to cumming so I moved my tongues attention to her very
swollen clitoris and flicked it back and forth very quickly.

   "Uhhh..." She lost her breath as I did that to her clit and then as I
put my whole mouth over her clit and moved one of my hands to probe her
cunt, her orgasm came full force.

   "AAAAAGGGHHH!!!!!" She shrieked as her very powerful orgasm came and the
force on my head towards her crotch now increased and I was drowning in her
juices.  I tried to catch as much as I could in my mouth but it was hard to
with my mouth completely open and my tongue still going like mad on her
clit.  Never the less, her orgasm came and came, it never seemed to end and
I tried to drink as much as I could, while still breathing.

   After what seemed 10 minutes, her grasp on my head died out, and I
slowly moved away from her cunt, breathing hard.

   "Oh Jeff...that was...the greatest...orgasm...of my life..." She moaned.
The couch was all wet around her crotch, it looked like she spilled her
coke it was so wet.  I sat back, my penis now completely hard and wanting
attention.  Just then, I noticed Breah sitting next to Holly, with one hand
on her tit, and the other hand stroking her now naked cunt.  She was really
into it and didn't notice that we had finished.  Sam was watching me
closely, and then she turned to Breah and watched her masturbate.  She was
slowly stroking her pussy through her shorts but when she noticed that I
was watching her, she pulled it off quickly and got a very red face.

   After bringing Holly to an incredible orgasm, my cock had not been
touched for quite a while, and I watched Breah for a minute, who still had
her eyes closed and was moaning out loud.  I had to do something quick so I
jumped up quickly, grabbed Breah's hand that was buried into her cunt, and
replaced it with my 8 inch shaft with one quick movement and at the same
time, lost my virginity.

   "OOOHHHHHH!!!" she moaned loudly when she realized what I had done.  I
quickly got my cock moving in and out of her cunt, building rhythm.  Her
cunt was very tight but she had been masturbating so it was quite
lubricated.

   "Oh yes Breah, your so dam tight and it feels so gooooood!" I moaned out
myself.

   "Yes!  Fuck my cunt you big cocked stud!" She screamed.  She continued
to scream and moan out loud as I rammed her pussy, and felt up her tits. 
Her cunt was so tight and warm feeling that a mouth could never feel like.

   "UHH!!!  I'M CUMMING!!!!" Breah shrieked.  Her orgasm was as powerful as
Holly's.  She absolutely erupted, and her body twisted and shook, like she
was having a seizure.  Her cum was surrounding my cock, and leaked out
slightly.  I continued ramming her with my penis as her orgasm keep going.
Her screaming and moaning could be heard for miles it seemed like, and she
never stopped.  I just fucked that dam pink cunt right through her orgasm,
and then another, and another, before I finally came inside her tight cunt.
I sent wave after wave of hot, steamy love juice into her womb and the
feeling of that, made her cum again.  I feel on top of her, and slowly let
my orgasm subside.

   "Wow!  That was so neat!" Sam shouted.  "I have never seen anything like
that before in my life!  Me and my girlfriends looked at some nudy books,
but it was nothing compared to this!"

   Out of breath, I slowly turned my head to look at her, and I panted,
"Sam.you have no.idea what it is like.until you have.done it yourself."

   She looked at me kind of strange and seemed to turn very shy.  "But, it
looks like it hurts, and well, Holly and Breah are 5 years older than me
and well, I am not as.developed as them.  I told them you would probably
not want to do anything to me anyway!" She bellowed as she ran out of the
room and up the stairs.  I slowly took my softening cock out of Breah's wet
cunt, and sat down on the couch next to her, still, trying to catch my
breath.

   Holly on the other hand, having time to recover from her orgasm, took a
look at Breah's cunt and saw the mixture of her juices and my cum oozing
out and said, "Mmmmm..that looks so tasty." Then she did what I thought I
would never see in my life.  She leaned over, and started licking Breah's
cunt!  She slurped around and tried to catch the juices as they leaked out
of Breah's lips.

   Breah, who was about as shocked as I was, let out a loud moan as her
best friend began to eat out her cunt.

   "Oh god.Holly, don't stop.." She moaned.  Holly flicked her tongue
around the bottom of her labia, still catching the precious love juice that
was oozing out.  Breah moved her hand down to her clit, and slowly rubbed
it.  Holly saw her do this and moved so she was kneeling in front of her.
She then took Breah's hand away, and literally attacked her cunt.

   "UUUUUHHHH!!!" Breah moaned out in ecstasy.  Holly moved her tongue up
and down her seam, and then paused to tickle her clit with the tip of her
tongue.  Breah now was squirming back and forth and playing with Holly's
hair as she licked and sucked her cunt.

   As I was watching this, the frequent and numerous orgasms had taken
their toll on my body, and I drifted off to sleep, while watching 2 babes
having lesbian sex.

   I awoke what must have been some time later, but to my right, I saw
Holly and Breah, locked in a 69 position, and both were moaning and
groaning loudly.  I offered to join in but they said they wanted to be
alone.  Disappointed, and now with a raging hard on, I got up and walked
out of the room to the kitchen.  I opened the fridge and grabbed a cold
pop. I opened it up and took a big swig.  I walked back over to the
entryway of the living room and watched the girls as they moaned and
groaned.  I slowly stroked my rock hard shaft as I watched them, and how I
wished that I could join them.

   Just at that moment, it struck me, SAM!  I quickly set down the can on
the table, and rushed up the stairs.  Since I didn't know what room she was
in, I had to look in all of them.  The first 3 were empty, and when I
approached the 4th, I heard soft moaning.  I knew it had to be Sam.  I
tried to open the door, but it was locked.

   "Dam!" I said to myself.  I examined the lock and noticed that it looked
like it could be easily picked.  I liked to mess around with things at
home, and had gotten quite good at picking locks and fixing stuff.  I
rushed over to Holly's room, and went to her desk.  I found some paper
clips in a little dish, so I grabbed a couple and ran back to Sam's door. I
straighter out the clips, and slid them into the small little hoe on the
handle.  The hole was just small enough for them both to go in, and I also
noticed that they were similar to the ones I had played around with at
home.

   After about 5 minutes of work, I heard a soft click.  I pulled out the
clips, and tried to open the door, and it opened.  I slowly moved the door
open and what I saw, was an amazing site.  There was a small lamp on that
was on a night stand, which was right next to her bed, that was burning
brightly.  On the bed, Sam had laid herself out, was completely naked, and
was masturbating.  She was letting out small little moans as she stroked
her clit.

   The site of this pre-teen masturbating was truly a wonderful site.  I
stared at her small tits, they were barely even coming out, but her hard
nipples were clearly visible.  Her legs were closed and her hand buried
between them so I couldn't see her cunt but the rest of her body was very
cute.  She was all tanned just like her sister, except for her tan lines
witch hugged her breasts and her pelvic area.

   I stroked my now very hard cock slowly, enjoying watching her.  After
standing in the doorway for 5 minutes, I slowly crept over to the bed.  I
now stood over her, her eyes closed as she let out little moans.  I stopped
stroking my penis and put my hands on the bed.  I then leaned over and
placed my mouth right over one of her rock hard nipples.

   "BAH!" She blurted out as I scared the shit out of her.  She jumped up
out of bed in a flash and when she realized that it was me, she tried to
cover herself with her hands.  I smiled and walked over to her.

   "I uh.." She whispered.

   "Hush Sam.everything will be alright." I reassured.  I grabbed her arms,
and put them down at her sides.  Then, still holding on to her, I placed a
kiss right on her soft lips.  She responded slightly, still not really
knowing what to do.  I moved down her body, gently kissing her neck,
licking down to her still hard nipples.  As I moved back and forth between
them, licking away, I moved her back to the bed and laid her out.  I let go
of her arms and put my hand back on her cunt, where her hand had been
before.

   "Oh god." she gasped.  Her back arched up as I gently felt up and down
her silky lips, and then played with her erect clit.  I continued sucking
on her nipples and her small little breasts.  I loved to lick and suck
those tiny little mounds; they were so soft and tender.  I gently bit her
nipple and she let out another soft gasp.  Her clit was very erect and big
for an 11 year old, at least I thought so.  Hell, as if I knew, until about
3 hours ago, I was a virgin.

   I wasn't sure if she has already had an orgasm, but as I felt her arch
her back again, and started moaning out really loud, I new that it was now
approaching.  I wanted to taste this preteen now more than ever, and to
catch her orgasmic juices would be even better.  So, I quickly moved down
and placed my whole mouth on her hairless, virgin cunt.

   "Oh god!  What's happening!!!??" She moaned out, "AAGGGHHH!!!" She then
screamed as her orgasm came.  I continued sucking hard on her lips and
clit. It was so small and hairless I just loved it.  Her orgasm exploded,
sending her violently shaking and moaning.  I tried to keep my mouth on her
as to catch all the juices.  She was moaning and gasping like crazy, and I
thought she was going to pass out, and she dam near did.  After a long
orgasm, she finally stopped moving, and was now just breathing very deeply.


   "Oh..Jeff.that.was..incre.dibble.." she gasped.

   "Baby, that's only the beginning." I was planning on getting up and
moving my cock inside her when Holly and Breah entered the room, both still
naked and mostly wet from the waist down.

   "Oh, I see you 2 are getting to know each other better," Holly laughed.

   "Yes we are Holly baby." I smiled.

   "Ok, now I know you want to fuck her, but she is to young for you to
just ram it home.  It will take a little time to prepare her.  Breah, you
get her ready, and in the mean time, I will entertain Jeff, ok?" Holly
instructed.

   "Ok!" Breah said with excitement.

   "Now Jeff," Holly said, "You never did fuck me, and I want to feel you
inside me!"

   I smiled at her and replied, "Get over her baby."

   "No!  You go and sit on that chair!" she commanded.  I quickly did as I
was told and she slowly walked up to me.

   "It's time for me to rock your world," she seductively said.  I relaxed
back in the chair; slowly stroking my cock while Holly walked over to me
and stood in front of the chair.  She slowly moved forward, stroking her
body up and down, paying close attention to her breasts.  It was a rather
large chair so she climbed up on it, with her legs now on the outside of
mine, and straddled my crotch.  I reached out with my other hand and gently
felt up her left tit while she continued to settle in.  Now, grabbing my
cock and moving my hand away, she lowered her wet, engorged lips down to my
steaming cock.  At first, she just stroked her outer lips with my head; the
feeling was awesome, as she softly moaned.  She looked at me and smiled.

   "Breah wasn't a virgin, her old boyfriend took care of that, but..I am."
I just about died, not only was I about to fuck the girl of my dreams, but
I was gonna burst her flower.  My cock grew about another inch as my
testosterone hit new record amounts.  I was more horny now than ever
before. Just as I was about to shove my shaft into her, she gave way, and
dropped down up to her gentle cherry.  I was about 4 inches in, feeling the
most incredible cunt ever in my life, (of course this is based on 1 other
girl), and my head was pressing up against what seemed to be the back of
her cunt.  She was breathing very heavily and looking strait at me.  I was
also starting to get extremely impatient and wanted to just ram it home but
I wanted her to do it at her own pace, losing her virginity is a once in a
lifetime experience.

   Finally, after what seemed to be several minutes, she completely gave
way and my head burst through her hymn and she took me all the way in. 
Instead of her face in ecstasy as before, she now had a face of pain.

   "What's wrong?" I wondered.  She almost looked like she was going to
cry. I looked down and saw some blood trickling down out of her lips.  I
never thought about bursting a cherry as a painful experience but now I
found out it can be.

   "Are you ok Holly?" I questioned.

   "I.I think so.  It just hurt for a little bit.  Now I think it will be
ok." She smiled.  Then the seductive look grew on her face again and she
slowly pulled up and then slammed back down.

   "Uhhhhhhh."I moaned as her virgin tight cunt began to milk my shaft. 
She seemed to still be in a little pain but it just drove her to go faster.
She continued to build momentum and was not rocking up and down very
quickly as her tits bounced wildly in the free air.

   "FUCK FUCK FUCK!!" Holly wailed at the top of her lungs.  She was moving
so fast it looked like a jackhammer fucking me.  Her velvety pussy
continued to squeeze and release my rock hard cock.  She quickly grew signs
of an oncoming orgasm.  I tried to prepare myself for the waves of ecstasy
she was about to blow on me but then it happened.

   "UUUUUUHHHHHAAAAHHHH!!!!" She shrieked as her cunt now pulsated on my
cock as she stopped moving and just let her orgasm feed off my 8 inches
buried into her.  She sent wave after wave on me as a mix of cunt juice,
blood and my pre-cum shot oozed out of her and on to my crotch and the
chair.  After 1 minute of her screaming and pulsating she began rocking
again this time about 5 times harder as her orgasm continued.

   A very loud SNAP rang out as one of the legs on the chair broke under
the pressure.  Holly began to fall off me and I reached out to grab her
back, and then slowly lowered her to the floor where I now took the
controls and hammered home.  She was to caught up in her orgasm that she
didn't even notice that she just about fell down and finally subsided after
5 minutes of me fucking her.

   "Uhhh..ooooo."she let out little grunts of pleasure and relief as her
virgin taking orgasm finally stopped.  I slowed down and removed my still
wanting to explode cock and let her rest.

   "Thank...you.so.much..Jeff." Holly panted.

   "It.was my.pleasure." I breathed.  I was still wanting to fuck her more
but I figured I better not over do it.  I am sure she wanted to be able to
walk in the morning.  I looked up from her and saw Breah and Sam on the
bed. Sam was still laying down, spread eagle, and Breah was kneeling down
in between her legs, and looked to be applying something to her cunt. 
Wanting to blow my wad quickly, I moved over to the bed and jumped on.  I
ran my hands up and down Breah's sides as I said, "Whatcha doing baby?"

   Breah gave out a soft moan and muttered, "Preparing Samantha for you." I
looked over her shoulder and saw her putting KY Jelly up and all around her
pre-teen love box.  Sam was anxiously watching and letting out little sighs
when Breah pushed some up real deep.

   "There!" Breah laughed, "All done.  Now, go for it stud but go slow."
Holly had now sat up and saw that she was ready.

   "Are you sure.your up for this Sam?" Holly questioned.

   "Oh yes, I can't wait.  It looks like so much fun!" She exclaimed.  Me,
wanting to have an orgasm real fast, quickly moved Breah out of the way,
and got into position.

   "Here I come Sam, ready or not." I whispered in Sam's ear and then
kissed her on the neck, and ran my tongue down to her hard nipples.  I
played with them briefly as she gave out little whimpers of delight, and an
occasional girly giggle.  Ready to go, I moved my cock into position, and
gently ran it up and down her slit, getting some of the KY on my cock.  She
was now barely breathing as shots of pleasure ran through her body.  I
grabbed the jar of KY and took out a wad and spread it on my pulsating
shaft.  She smiled at me, and I smiled at her.  I now pushed forward and my
head entered what seemed to be a vice.

   "Oooohhhh god." I moaned out as I slowly entered this pre-teens virgin
cunt.  Sam now looked like she had completely stopped breathing, and was
only taking short, inward breaths as I continued in, about a centimeter
every push.  The pressure was incredible and it just made my cock get
harder.  I was now about 2 inches in, and it was the greatest feeling that
I had experience yet.

   Holly and Breah were watching on with great interest as they stroked
each other's bodies.  As I continued in about another inch, I reached that
ever-familiar hymn.  Sam and I never broke eye contact for the entire time,
and she sent a message with her eyes for me to go a head and push it home.
With one trust, I moved in another 2 inches, taking her cherry, and
virginity with me.

   "AAAAAAAOUCH!!" Sam screeched.  Then she started crying as I realized I
might have hurt her much worse than her sister.  I slowly backed out and
Holly and Breah joined me in trying to consol her.

   "You told me it wouldn't hurt to bad Breah!" she cried.

   "Well, it didn't for me Sam." Breah pleaded.  Holly looked at her crying
and bleeding from the cunt sister then looked at me.

   "I don't think we can do this now, maybe you could come back some other
time when she is healed." Holly suggested.

   "Well, I suppose, I really don't want to hurt her.  But I really got to
shoot this load or I am gonna die!" I yelled.

   "I will take care of that Jeff," Breah moaned.  She bent over doggy
style in front of me on the bed, then grabbed the KY, and put a huge wad
right on her asshole and pushed some in.

   "Fuck my ass baby!" She yelled.  I couldn't pass up that invitation with
her sweet ass waiting for me.  As Holly took Sam to the bathroom, I gently
pushed my throbbing head into her hot ass.  Her ass was about as tight as
Sam's cunt and it was quite a challenge to get it in.  Breah was slowly
breathing and softly talking to me.

   "Oh yea baby, you want that ass?  Stick your hard shaft up my juicy
hole." Her erotic talk got me even more horny and I pushed in all the way.
She let out a sigh of ecstasy as I pulled out and began fucking her ass
hard.  I had been waiting a long time to get some action so in no time at
all; I was depositing my last load of the night deep into her throbbing
ass. After my spasms died down, I fell back on the bed and laid down. 
Breah was catching her breath and thanking me for her first ass fuck. 
Holly and Sam had now entered the room again both completely dressed. 
Holly looked at me and smiled.

   "Looks like you have had all you can take big boy.  I think you better
get home and rest up because when Sam gets healed up, you better come back
and finish what you started!"

   I smiled and answered, "It would be my pleasure to finish it, and yes, I
think I have had enough orgasm's for one day."

   We all headed for the living room where Breah and me got dressed.  I
headed to the door, being followed by the girls.  They each gave me a last
kiss goodbye, as I headed out of the door, feeling like a million bucks. 
As I got in my car and drove away, I felt like a completely different
person.  I was no longer some loser virgin, I did it, with some of the
hottest girls in town, with plenty more action to come.

   To be continued.

   What do you think so far?  E-mail your comments and suggestions to
rain_man_69@hotmail.com